**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-QSB**

 

| **ý** | ** ** | **Quarterly  report under Section 13 or 15(d) of the Securities Exchange Act of 1934.**                                                                                                                                                                            | ** ** |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|       |       |                                                                                                                                                                                                                                                                    |       |
|       |       | **For the quarterly period ended  December 31, 2003**                                                                                                                                                                                                              |       |
|       |       |                                                                                                                                                                                                                                                                    |       |
|       |       | **OR**                                                                                                                                                                                                                                                                  |       |
|       |       |                                                                                                                                                                                                                                                                    |       |
| **o**      | ** ** | **Transition  report under Section 13 or 15(d) of the Exchange Act.**                                                                                                                                                                                              | ** ** |
|       |       |                                                                                                                                                                                                                                                                    |       |
|       |       | **For the transition period from                   to                      .** |       |
|       | ** ** | ** **                                                                                                                                                                                                                                                              | ** ** |
|       |       | COMMISSION  FILE NUMBER 0001229899                                                                                                                                                                                                                                      |       |

 

| LITTLE SIOUX CORN PROCESSORS,  L.L.C.                              |
|--------------------------------------------------------------------|
| (Exact  name of small business issuer as specified in its charter) |
|                                                               | ** ** | ** ** |
| Iowa                                                               |   | 42-1510421 |
| (State  or other jurisdiction of  incorporation or organization)   |   | (I.R.S.  Employer Identification No.) |
|                                                               |   |   |
| **4808  F Avenue, Marcus, Iowa 51035**                             |
| (Address  of principal executive offices)                          |
|                                                               | ** ** | ** ** |
| (712) 376-2800                                                     |
| (Issuer’s  telephone number)                                  |

 

Checkwhether the issuer:  (1) filed allreports required to be filed by Section 13 or 15(d) of the Exchange Actduring the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.                                                                                                                                                                                                    ý  Yes                                                          o  No

 

State the number of sharesoutstanding for each of the issuer’s classes of common equity as of the latestpracticable date:  As ofFebruary 13, 2004, there were 10,941units outstanding.

 
| Transitional Small Business  Disclosure Format (Check one): | o  Yes | ý  No |
|-------------------------------------------------------------|------------------|----------------------|

 

 

----

 

**INDEX**

 
| PART I.  FINANCIAL INFORMATION  |   |
|--------------------------------------|--------|
|                                 |   | **Item 1.  Financial Statements** |   |
|                                 |   | **Item  2.  Management’s Discussion and  Analysis and Plan of Operation** |   |
|                                 |   | **Item 3.  Controls and Procedures** |   |
|                                 |   |
| **PART II.  OTHER INFORMATION** |   |
|                                 |   | **Item 1.   Legal Proceedings** |   |
|                                 |   | **Item 2.   Changes in Securities** |   |
|                                 |   | **Item 3.   Defaults Upon Senior Securities** |   |
|                                 |   | **Item 4.   Submission of Matters to a Vote of Security Holders** |   |
|                                 |   | **Item 5.   Other Information** |   |
|                                 |   | **Item 6.   Exhibits and Reports on Form 8-K** |   |
|                                 |   |
| **SIGNATURES**                       |   |
|                                 |   |
| **CERTIFICATIONS**                   |   |

 

**PART I.****    FINANCIAL INFORMATION**

 

**Item 1.****           Financial Statements**

 

 

**LITTLE SIOUX CORN PROCESSORS, LLC AND SUBSIDIARY**

 

Condensed Consolidated Balance Sheet

 
| ** **                     | ** ** | **December 31  2003** | ** **     |
|--------------------------------|------------|----------------------------|----------------|
| ** **                     | ** ** | **(Unaudited)**            | ** **     |
| **ASSETS**                     |       |                       |           |
| **Current Assets**             |       |                       |           |
| Cash                           | ** ** | **$**                      | **3,351,136**  | ** ** |
| Trade accounts  receivable     | ** ** | **1,584,049**              | ** **     |
| Other receivables              | ** ** | **2,627,686**              | ** **     |
| Inventory                      | ** ** | **1,636,536**              | ** **     |
| Derivative instruments         | ** ** | **597,226**                | ** **     |
| Prepaid expenses               | ** ** | **831,432**                | ** **     |
| Total current assets           | ** ** | **10,628,065**             | ** **     |
|                           |       |                       |           |
| **Property and  Equipment**    |       |                       |           |
| Land and improvements          | ** ** | **2,381,920**              | ** **     |
| Buildings                      | ** ** | **15,147,828**             | ** **     |
| Processing equipment           | ** ** | **26,577,396**             | ** **     |
| Grain handling equipment       | ** ** | **5,084,720**              | ** **     |
| Rail and other equipment       | ** ** | **1,214,322**              | ** **     |
| Furniture and fixtures         | ** ** | **160,042**                | ** **     |
|                           |       | **50,566,228**             |           |
| Less accumulated  depreciation | ** ** | **2,496,818**              | ** **     |
| Net property and  equipment    | ** ** | **48,069,410**             | ** **     |
|                           |       |                       |           |
| **Other Assets**               |       |                       |           |
| Deferred loan costs, net       | ** ** | **438,021**                | ** **     |
|                           |       | **438,021**                |           |
|                           |       |                       |           |
| **Total Assets**               | ** ** | **$**                      | **59,135,496** | ** ** |

 

Notes to Condensed ConsolidatedFinancial Statements are an integral part of this Statement.

 

1

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**LITTLE SIOUX CORN PROCESSORS, LLC AND SUBSIDIARY**

 

Condensed Consolidated Balance Sheet

 
| ** **                                                                                                                | ** ** | **December 31  2003** | ** **     |
|---------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|----------------|
|                                                                                                                      |       | **(Unaudited**)            |           |
| **LIABILITIES AND MEMBERS’  EQUITY**                                                                                 | ** ** | ** **                 | ** **     |
| **Current Liabilities**                                                                                                   |       |                       |           |
| Revolving promissory  note                                                                                                | ** ** | **$**                      | **200,964**    | ** ** |
| Current maturities of  long-term debt                                                                                     | ** ** | **2,959,830**              | ** **     |
| Accounts payable                                                                                                          |       |                       |           |
| Trade                                                                                                                     | ** ** | **1,045,896**              | ** **     |
| Construction                                                                                                              | ** ** | **250,000**                | ** **     |
| Accrued liabilities                                                                                                       | ** ** | **945,305**                | ** **     |
| Total current  liabilitiies                                                                                               | ** ** | **5,401,995**              | ** **     |
|                                                                                                                      |       |                       |           |
| **Long-Term Debt,**net  of current maturities                                                                             | ** ** | **24,633,361**             | ** **     |
|                                                                                                                      |       |                       |           |
| **Commitments and  Contingencies**                                                                                        |       |                       |           |
|                                                                                                                      |       |                       |           |
| **Members’ Equity**                                                                                                  |       |                       |           |
| Member contributions,  net of costs related to capital contributions, 10,941 units outstanding at  December 31, 2003 | ** ** | **10,842,237**             | ** **     |
| Retained earnings                                                                                                         | ** ** | **6,170,603**              | ** **     |
|                                                                                                                      |       | **17,012,840**             |           |
| Minority interest                                                                                                         | ** ** | **12,087,300**             | ** **     |
| Total members’ equity                                                                                                | ** ** | **29,100,140**             | ** **     |
|                                                                                                                      |       |                       |           |
| **Total Liabilities and  Members’ Equity**                                                                           | ** ** | **$**                      | **59,135,496** | ** ** |

 

Notes to Condensed ConsolidatedFinancial Statements are an integral part of this Statement.

 

2

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**LITTLE SIOUX CORN PROCESSORS, LLC AND SUBSIDIARY**

 

Condensed Consolidated Statements of Operations

 
| ** **                                         | ** ** | **Three Months Ended  December 31  2003** | ** **     | **Three Months  Ended  December 31  2002** | ** ** |
|----------------------------------------------------|------------|------------------------------------------------|----------------|-------------------------------------------------|------------|
| ** **                                         | ** ** | **(Unaudited)**                                | ** **     | **(Unaudited)**                                 | ** ** |
|                                               |       |                                           | ** **     |                                            |       |
| **Revenues**                                       | ** ** | **$**                                          | **19,266,908** | ** **                                      | $          | — |   |
|                                               |       |                                           | ** **     |                                            |       |
| **Cost of Goods Sold**                             | ** ** | **15,402,488**                                 | ** **     | —                                          |       |
|                                               |       |                                           | ** **     |                                            |       |
| **Gross Profit**                                   | ** ** | **3,864,420**                                  | ** **     | —                                          |       |
|                                               |       |                                           | ** **     |                                            |       |
| **Operating Expenses**                             | ** ** | **1,568,721**                                  | ** **     | 31,028                                          |       |
|                                               |       |                                           | ** **     |                                            |       |
| **Operating Income  (Loss)**                       | ** ** | **2,295,699**                                  | ** **     | (31,028                                         | )          |
|                                               |       |                                           | ** **     |                                            |       |
| **Other Income/Expense**                           |       |                                           | ** **     |                                            |       |
| Interest income                                    |       |                                           | ** **     | 442                                             |       |
| Interest expense                                   | ** ** | **(402,966**                                   | **)**          |                                            |       |
| CCC Bio-Energy income                              | ** ** | **2,617,626**                                  | ** **     |                                            |       |
| Other income                                       | ** ** | **18,764**                                     | ** **     |                                            |       |
| Total other income                                 | ** ** | **2,233,424**                                  | ** **     | 442                                             |       |
|                                               |       |                                           | ** **     |                                            |       |
| **Net Income (Loss)  Before Minority Interest**    | ** ** | **4,529,123**                                  | ** **     | (30,586                                         | )          |
|                                               |       |                                           | ** **     |                                            |       |
| **Minority Interest in  Sudsidiary Income (Loss)** | ** ** | **1,880,548**                                  | ** **     | (12,694                                         | )          |
|                                               |       |                                           | ** **     |                                            |       |
| **Net Income (Loss)**                              | ** ** | **$**                                          | **2,648,575**  | ** **                                      | $          | (17,892 | ) |
|                                               |       |                                           | ** **     |                                            |       |
| **Weighted Average  Units Outstanding**            | ** ** | **10,941**                                     | ** **     | 10,941                                          |       |
|                                               |       |                                           | ** **     |                                            |       |
| **Net Income (Loss) Per  Unit**                    | ** ** | **$**                                          | **242.08**     | ** **                                      | $          | (1.64 | ) |

 

Notes to Condensed ConsolidatedFinancial Statements are an integral part of this Statement.

 

3

----

 

**LITTLE SIOUX CORN PROCESSORS, LLC AND SUBSIDIARY**

 

Condensed Consolidated Statements of Cash Flows

 
| ** **                                                               | ** ** | **Three Months Ended  December 31  2003** | ** **    | **Three Months  Ended  December 31  2002** | ** ** |
|--------------------------------------------------------------------------|------------|------------------------------------------------|---------------|-------------------------------------------------|------------|
| ** **                                                               | ** ** | **(Unaudited)**                                | ** **    | **(Unaudited)**                                 | ** ** |
| **Cash Flows from  Operating Activities**                                |       |                                           | ** **    |                                            |       |
| Net income (loss)                                                        | ** ** | **$**                                          | **2,648,575** | ** **                                      | $          | (17,892 | ) |
| Adjustments to reconcile  net income (loss) to net cash from operations: |       |                                           | ** **    |                                            |       |
| Depreciation and  amortization                                           | ** ** | **871,640**                                    | ** **    | 2,117                                           |       |
| Minority interest in  subsidiary’s net income (loss)                | ** ** | **1,880,548**                                  | ** **    | (12,694                                         | )          |
| Loss on derivatives                                                      | ** ** | **312,777**                                    | ** **    |                                            |       |
| Change in assets and  liabilities:                                       |       |                                           | ** **    |                                            |       |
| Restricted cash                                                          | ** ** | **12,902**                                     | ** **    | (174,215                                        | )          |
| Receivables                                                              | ** ** | **904,597**                                    | ** **    | (6,354                                          | )          |
| Inventory                                                                | ** ** | **(249,965**                                   | **)**         |                                            |       |
| Derivative instruments                                                   | ** ** | **(140,613**                                   | **)**         | (70,500                                         | )          |
| Prepaid expenses                                                         | ** ** | **(233,330**                                   | **)**         | (14,383                                         | )          |
| Accounts payable                                                         | ** ** | **536,655**                                    | ** **    | 12,269                                          |       |
| Accrued liabilities                                                      | ** ** | **485,126**                                    | ** **    | (3,658                                          | )          |
| Net cash provided by  (used in) operating activities                     | ** ** | **7,028,912**                                  | ** **    | (285,310                                        | )          |
|                                                                     |       |                                           | ** **    |                                            |       |
| **Cash Flows from Investing  Activities**                                |       |                                           | ** **    |                                            |       |
| Capital expenditures                                                     | ** ** | **(118,539**                                   | **)**         |                                            |       |
| Net cash used in  investing activities                                   | ** ** | **(118,539**                                   | **)**         |                                            |       |
|                                                                     |       |                                           | ** **    |                                            |       |
| **Cash Flows from  Financing Activities**                                |       |                                           | ** **    |                                            |       |
| Bank overdraft                                                           |       |                                           | ** **    | 220,354                                         |       |
| Proceeds from issuance  of long-term debt                                |       |                                           | ** **    | 69,829                                          |       |
| Payments on revolving  promissory note, net                              | ** ** | **(574,201**                                   | **)**         |                                            |       |
| Payments of long-term  debt                                              | ** ** | **(3,521,519**                                 | **)**         |                                            |       |
| Loan costs                                                               |       |                                           | ** **    | (35,662                                         | )          |
| Net cash provided by  (used in) financing activities                     | ** ** | **(4,095,720**                                 | **)**         | 254,521                                         |       |
|                                                                     |       |                                           | ** **    |                                            |       |
| **Net increase  (decrease) in cash**                                     | ** ** | **2,814,653**                                  | ** **    | (30,789                                         | )          |
|                                                                     |       |                                           | ** **    |                                            |       |
| **Cash –** Beginning  of Period                                     | ** ** | **536,483**                                    | ** **    | 299,951                                         |       |
|                                                                     |       |                                           | ** **    |                                            |       |
| **Cash –** End of  Period                                           | ** ** | **$**                                          | **3,351,136** | ** **                                      | $          | 269,162 |   |

 

Notes to Condensed ConsolidatedFinancial Statements are an integral part of this Statement.

 

4

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**LITTLE SIOUX CORN PROCESSORS, LLC AND SUBSIDIARY**

 

Condensed Consolidated Statements of Cash Flows

 
| ** **                                                                         | ** ** | **Three Months Ended  December 31  2003** | ** **  | **Three Months  Ended  December 31  2002** | ** ** |
|------------------------------------------------------------------------------------|------------|------------------------------------------------|-------------|-------------------------------------------------|------------|
| ** **                                                                         | ** ** | **(Unaudited)**                                | ** **  | **(Unaudited)**                                 | ** ** |
| **Supplemental Cash  Flow Information**                                            |       |                                           |        |                                            |       |
| Cash paid during the  period for:                                                  |       |                                           |        |                                            |       |
| Interest                                                                           | ** ** | **$**                                          | **500,485** |                                            | $          | 206,990 |   |
|                                                                               |       |                                           |        |                                            |       |
| **Supplemental  Disclosure of Noncash Investing and Financing Activities**         |       |                                           |        |                                            |       |
| Property, plant and  equipment financed with note payable and construction payable |       |                                           |        | $                                               | 8,627,536  |   |
|                                                                                    |            |                                                |             |                                                 |            |  |  |

 

Notes to Condensed ConsolidatedFinancial Statements are an integral part of this Statement.

 

5

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**LITTLE SIOUX CORNPROCESSORS, LLC AND SUBSIDIARY**

 

Notes to Condensed ConsolidatedFinancial Statements (Unaudited)

 

December 31, 2003

 

**1.  SUMMARY OF SIGNIFICANTACCOUNTING POLICIES**

 

The accompanying condensedquarterly consolidated financial statements represent Little Sioux CornProcessors, LLC and Subsidiary.  See Note1 to the consolidated financial statements included in the Form 10-KSB for thenine month fiscal year ended September 30, 2003.  That note discusses the consolidation.  As used in this report in Form 10-QSB, the“Company” represents Little Sioux Corn Processors, LLC (LLC) and its subsidiaryLSCP, LLLP (LSCP).

 

The condensed consolidatedquarterly financial statements are unaudited. These statements include all adjustments (consisting of normal recurringaccruals) that we considered necessary to present a fair statement of theresults of operations, financial position, and cash flows.  The results reported in these condensed,consolidated financial statements should not be regarded as necessarilyindicative of results that may be expected for the entire year.

 

*Nature of Business*

 

TheCompany operates a 40 million gallon ethanol plant, located near Marcus,Iowa.  The plant commenced operations inApril 2003.  The Company sells itsproduction of ethanol and distillers grains and solubles in the upper Midweststates.

 

*Commodity Credit Corporation Bioenergy Program*

 

During 2003, the Company enrolledin the Commodity Credit Corporation Bioenergy Program (CCC), a department ofthe United States Department of Agriculture. This program enables the Company to receive payments based on increasesin production of ethanol over the previous year of up to $7,500,000 peryear.  New production is eligible and isconsidered increased production. Payments under the program are subject to pro rata reduction ifaggregate payments to all producers in any fiscal year exceed the maximumannual funding of the program.  Duringthe three months ended December 31, 2003, the Company recorded $2,617,626as other income and other receivables from the CCC.

 

*Derivative Instruments*

 

At December 31, 2003, theCompany had recorded an asset for derivative instruments related to corn andnatural gas option and futures positions with a fair value of $511,650 forforecasted purchases during fiscal 2004. None of the positions open at December 31, 2003 aredesignated as cash flow hedges.  TheCompany has recorded $317,129 in cost of goods sold related to its derivativeinstruments for the three months ended December 31, 2003, which includesthe reclassification of $371,440 from accumulated other comprehensive loss.

 

6

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At December 31, 2003, theCompany had an interest rate cap as described in Note 4 with a fair value of$85,576 recorded as an asset with derivative instruments.  The interest rate cap was not designated as acash flow hedge.  The Company offsetinterest expense with the gain on the interest rate cap of $4,352 for the threemonths ending December 31, 2003.

 

*Recent Accounting Pronouncement*

 

In December 2003, theFinancial Accounting Standards Board (FASB) issued FASB Interpretation No. 46(R), *Consolidation of Variable InterestEntities*.  The Company has reviewedits consolidation policy under this interpretation.  It was determined that continuedconsolidation under previously issued accounting standards is still applicable.

 

**2.  INVENTORY**

 

Inventories consist of thefollowing at December 31, 2003:

 
| Raw materials   |   | $       | 952,607   |   |
|-----------------|--------|---------|-----------|--------|
| Work in process |   | 291,098 |      |
| Finished goods  |   | 392,831 |      |
|            |   |    |      |
| Totals          |   | $       | 1,636,536 |   |

 

**3.  REVOLVING PROMISSORY NOTE**

 

Underthe terms of the financing agreement with a lending institution, the Companyhas a revolving promissory note of up to $3,500,000, subject to borrowing baselimitations, maturing in July 2004. The revolving promissory note accrues interest monthly at the one month LIBORplus 380 basis points which totaled 4.92% at December 31, 2003.  The Company pays a commitment fee of .125% onthe unused portion of the revolving promissory note.  The outstanding balance at December 31,2003 was $200,964.  The revolvingpromissory note as well as the term notes described in Note 4 are subject toprotective covenants under a common financing agreement requiring the Companyto maintain various financial ratios, including debt service coverage, minimumnet worth and working capital requirements, restrictions on distributions,secured by all business assets, and require additional loan payments based onexcess cash flow.

 

7

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**4.  LONG–TERM DEBT**

 

Long-term debt consists of thefollowing at December 31, 2003:

 
| Note payable to Iowa Corn Promotion Board, principal and interest are  due and payable on June 30, 2004, no interest rate is charged as long as  the note is repaid by June 30, 2004. Thereafter, interest will  retroactively accrue at the prime rate, secured by a general security  agreement covering substantially all assets, subordinate to term notes |   | $          | 50,000     |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Note payable to limited partner and general contractor, principal and  interest are due and payable on July 25, 2007, interest is charged at  the prime rate plus 1% (5.00% at December 31, 2003), secured by real  estate, subordinate to term notes, paid in full subsequent to  December 31, 2003                                                      |   | 1,250,000  |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Term note #2 payable to lending institution, see terms below                                                                                                                                                                                                                                                                                                             |   | 15,085,734 |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Term note #3 payable to lending institution, see terms below                                                                                                                                                                                                                                                                                                             |   | 10,028,567 |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Term note #4 payable to lending institution, see terms below                                                                                                                                                                                                                                                                                                             |   | 130,267    |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Note payable to Iowa Energy Center, due in monthly payments of $3,472  without interest, maturing on January 29, 2009, secured by real estate,  subordinated to term notes                                                                                                                                                                                          |   | 217,460    |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Note payable to bank due in monthly payments of $5,921 including  interest at 6% maturing on January 29, 2009, secured by real estate,  subordinated to term notes                                                                                                                                                                                                  |   | 211,805    |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Note payable to Iowa Department of Economic Development, due in sixty  monthly installments beginning August 1, 2004 of $1,167 without  interest, payable in full on July 1, 2009, secured by all equipment                                                                                                                                                    |   | 210,000    |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Note payable to Iowa Department of Economic Development, forgivable  upon completion of the ethanol plant and the sale of 40 million gallons of  ethanol, otherwise due with interest at 8.25% from July 1, 2006 through  2009, secured by all equipment                                                                                                            |   | 90,000     |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Capital lease obligations, due in monthly installments initially  totaling $6,768 including implicit interest between 7.4% and 17.4% through  March 1, 2008, secured by leased equipment                                                                                                                                                                            |   | 319,358    |       |
| Totals                                                                                                                                                                                                                                                                                                                                                                   |   | 27,593,191 |       |
| Less amounts due within one year                                                                                                                                                                                                                                                                                                                                         |   | 2,959,830  |       |
|                                                                                                                                                                                                                                                                                                                                                                     |   |       |       |
| Totals                                                                                                                                                                                                                                                                                                                                                                   |   | $          | 24,633,361 |   |

 

8

----

 

The Company obtained debtfinancing from a lending institution in the form of a revolving promissory noteand term notes, referred to by the lending institution as term notes #2, #3,and #4.  Term note #2 has fixed principalpayments due quarterly with interest at the three month LIBOR plus 280 basispoints, which totaled 3.95% at December 31, 2003, payable in full onJune 1, 2008.  As part of thefinancing agreement, the Company accepted a fixed rate option on term note #2by entering into an interest rate swap which effectively fixes the interestrate on this term note at 5.79% until this term note is repaid on June 1,2008.

 

Term note #3 bears interest atthe three month LIBOR plus 380 basis points which totaled 4.95% atDecember 31, 2003.  Term note #4bears interest at the one month LIBOR plus 380 basis points which totaled 4.92%at December 31, 2003.  Term notes #3and #4 are payable in full on June 1, 2008.  The Company is required to make quarterlypayments of $506,588 applied first to accrued interest on term note #4.  The remaining amount is applied to accruedinterest on the term note #3 and then to principal until this note is repaid infull or until maturity.  After term note#3 is repaid, payments are applied first to accrued interest and then toprincipal on the term note #4 until paid in full or until maturity.  Term note #4 allows subsequent borrowings upto the original $5,000,000 to the extent of principal payments made untilmaturity and requires a commitment fee of .375% on any used portion.

 

9

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As part of the financingagreement, the premium above the LIBOR on the term notes may be reduced basedon a financial ratio.  The financingagreement requires an annual servicing fee of $50,000 for five years.  As described in Note 1, the Company enteredinto an interest rate cap agreement to reduce the risk of increases in interestrates.  The interest rate cap agreementis based on a notional amount of $10,000,000 and caps increases in interestrates at 6.8% on this amount until June 1, 2006.

 

At September 30, 2003, LSCPwas in violation of the net worth covenant. The lender has waived compliance with this violation atSeptember 30, 2003 and for the following year as it relates to thisviolation at September 30, 2003.

 

In addition to the terms notes,the subordinated notes payable to the bank and related party require additionalcash flow anticipated to be received from the CCC to be split pro rata betweenthe subordinated debtors as additional payments on the notes.

 

The estimated maturities oflong-term debt at December 31, 2003 are as follows:

 
| 2004                 |   | $          | 2,959,830  |   |
|----------------------|--------|------------|------------|--------|
| 2005                 |   | 3,051,674  |       |
| 2006                 |   | 3,278,599  |       |
| 2007                 |   | 4,584,329  |       |
| 2008                 |   | 13,562,835 |       |
| After 2008           |   | 155,924    |       |
|                 |   |       |       |
| Total long-term debt |   | $          | 27,593,191 |   |

 

**5.  RELATED PARTY TRANSACTIONS**

 

In addition to the related partytransactions described previously, the Company also had the following relatedparty transactions:

 

At December 31, 2003,amounts due from Archer Daniels Midland Company (ADM) approximated 87% of tradeaccounts receivable.  For the threemonths ended December 31, 2003, the Company incurred marketing expenses ofapproximately $123,000 to ADM.  AtDecember 31, 2003, the Company had accrued interest related to the notepayable to Fagen, Inc. (Fagen) as described in Note 4 of approximately$14,000.  During the three months endedDecember 31, 2003, the Company paid interest to Fagen approximating$84,000.  At December 31, 2003, theCompany had construction costs payable to Fagen of $250,000.

 

LSCP purchased approximately$553,000 in corn from members of the LLC during the three months endedDecember 31, 2003.

 

10

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**6.  COMMITMENTS AND CONTINGENCIES**

 

At December 31, 2003, theCompany has forward contracts to purchase approximately 319,000 million Britishthermal units (MMBTU) of natural gas during January, February, andMarch 2004 at $4.98 per MMBTU totaling $1,586,130 less a deposit of$184,000.

 

At December 31, 2003, theCompany had forward contracts to purchase approximately 2,905,000 bushels ofcorn at prices ranging from $2.20 to $2.60 per bushel throughNovember 2004.

 

**7.  SUBSEQUENT EVENT**

 

Subsequent to December 31,2003, LSCP declared a distribution of $1,050,000 payable immediately to LSCPpartners.  The LLC declared adistribution to its members of approximately $561,000.

 

11

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**Item 2.****           Management’sDiscussion and Analysis and Plan of Operations**

 

This reportcontains forward-looking statements that involve future events, our futureperformance and our expected future operations and actions.  In some cases you can identifyforward-looking statements by the use of words such as “may,” “will,” “should,”“anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,”“estimate,” “predict,” “hope,” “potential,” “continue,” or the negative ofthese terms or other similar expressions. These forward-looking statements are only our predictions and involvenumerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from theseforward-looking statements for many reasons, including the reasons described inthis report.  We are not under any dutyto update the forward-looking statements contained in this report.  We cannot guarantee future results, levels ofactivity, performance or achievements. We caution you not to put undue reliance on any forward-lookingstatements, which speak only as of the date of this report.  You should read this report and the documentsthat we reference in this report and have filed as exhibits, completely andwith the understanding that our actual future results may be materiallydifferent from what we currently expect. We qualify all of our forward-looking statements by these cautionarystatements.

 

**Overview**

 

We control thebusiness and day-to-day operations of our 40 million gallon per year ethanolplant in northwest Iowa through our sole general partnership interest in LSCP,LLLP, an Iowa limited liability limitedpartnership.  We currently own a 58.5%ownership interest in LSCP, LLLP.  LittleSioux Corn Processors, L.L.C. and its subsidiary, LSCP, LLLP, are collectivelyreferred to in this report as the “Company”, “we”, or “us”.

 

In April 2003, wesubstantially completed construction of the plant near Marcus, in northwestIowa and commenced plant operations.  Weare currently engaged in the production of ethanol and distillers grains at ourplant.  Since commencement of plantoperations, the plant’s production capacity has consistently exceeded the 40million gallon per year production guarantee provided by the general contractoras measured on a pro rata basis.  Ourrevenues are derived from the sale and distribution of our ethanol anddistillers grains throughout the upper Midwest.

 

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We are subject to industry-wide factors that affect theCompany’s revenues and profits.  Thesefactors include, but are not limited to the available supply and cost of corn,from which our ethanol and distillers grains are made; the cost of natural gas,which we use in the production of ethanol and distillers grains; dependence onone or a few major customers who market and distribute our products; theintensely competitive nature of our industry; possible legislation at thefederal, state, and/or local level; changes in federal ethanol tax incentives;and the cost of complying with the extensive environmental laws that regulateour industry.

 

In the future, there may be an opportunity for us to expandthe plant to allow us to increase our production of ethanol and distillersgrains.  Our Board of Directors hasformed a committee to research the feasibility of expanding the plant.  We have not discussed or determined thespecifics of an expansion and are in the beginning stages of consideringwhether to expand.  An expansion wouldpresent additional challenges and risks.

 

**Planof Operation**

 

We expect to spend the next 12 months continuing to operatethe ethanol plant.  We have alsodiscussed expanding the plant, and the Board of Directors has formed acommittee to research the feasibility of a plant expansion, including anevaluation of the financing alternatives available to fund any expansion.  If we do not expand, we expect to havesufficient cash from cash flow from continuing operations, lines of creditthrough our revolving promissory note and cash reserves to cover our costs overthe next 12 months, including costs for corn and natural gas supplies,staffing, office, audit, legal, compliance, and working capital costs.  Moreover, if we do not expand, we do notanticipate a need to raise additional funds within the next 12 months basedupon our expected sources of funds.  Inthe event we determine an expansion to be feasible and in the best interests ofthe Company, we may need to raise additional equity, incur debt financing, or acombination of both in order to fund an expansion.

 

The following is our estimate of our costs and expendituresfor the next 12 months for the plant as it currently operates:

 
| Corn Costs                       |   | $      | 38,200,000 |   |
|----------------------------------|--------|--------|------------|--------|
| General and Administrative Costs |   | $      | 3,500,000  |   |
| Natural Gas Costs                |   | $      | 6,900,000  |   |
| Chemical Costs                   |   | $      | 4,500,000  |   |
| Other Production Costs           |   | $      | 4,200,000  |   |
|                             |   |   |       |
| Total Operating Costs:           |   | $      | 57,300,000 |   |

 

Any expansion would increase our costs in all categoriesabove.  An expansion would also requiresignificant expenditures for the expansion project itself.  At this point, we have not yet determined thecost or sources of financing of any such expansion.

 

The estimates in the table set forth above are based on ourlimited operational experience and that of our design contractor with otherethanol plants similar to ours.  Theseare only estimates and our actual expenses and costs could be much higher dueto a variety of factors outside our control, such as:

 

•                  Changesin the availability and price of corn;

•                  Changesin the environmental regulations that apply to our plant operations;

•                  Increasedcompetition in the ethanol industry;

•                  Changesin interest rates or the availability of credit;

•                  Changesin our business strategy, capital improvements or development plans;

•                  Changesin plant production capacity or technical difficulties in operating the plant;

•                  Changesin general economic conditions or the occurrence of certain events causing aneconomic impact in the agriculture, oil or automobile industries; and

•                  Changesin the availability and price of natural gas and the market for wet andmodified wet distillers grains.

 

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Iowa’s 2003 corn for grain production was estimated at 1.88billion bushels.  This is 1 percent belowNovember estimates and 4 percent below 2002 levels, but is the secondhighest yield on record in Iowa.   Iowa2003 corn for silage statistics was estimated at 6.60 million tons, which wasan increase of 5 percent from 2002.  TheIowa 2003 corn for silage yield was the highest of record in Iowa.  National corn for grain production was estimatedat 10.1 billion bushels, which is an increase of 12 percent over 2002amounts.  Further, both nationalproduction and yield estimates are the largest on record.  Although the crop was estimated at recordlevels, demand for both foreign and domestic corn reduced the projected 2004corn supply stocks.  These estimates ofreduced supply caused the market price of corn to increase in the fourthquarter of 2003 and the early days of January 2004.  The final crop report published by the USDAreduced the U.S. Corn production by approximately 150 million bushels fromprevious estimates, while simultaneously increasing feed, seed, residual useand export demand.  As a result, theCompany’s cost of raw materials has increased since the January cropreport and all indications point to increased corn costs over the nextyear.  The Company has taken appropriatesteps to defray the impact of possible future price increases by entering intoderivative instruments, which include forward contracts and Chicago Board ofTrade futures and option contracts.  Asof December 31, 2003, we have protection in place for a portion of ourexpected corn usage through November 2004. As we move forward, additional protection may be necessary.

 

Natural gas is an importantinput to our manufacturing process.  Weuse natural gas to dry our distillers grains productsto moisture contents at which they can be stored for long periods andtransported greater distances, so that we can market them to broader livestockmarkets, including poultry and swine. Natural gas has recently been available only at prices exceedinghistorical averages.  These prices areincreasing our costs of production.  Weexpect natural gas prices to remain high or increase at least through the2003-2004 winter months.  We entered intoderivative instruments including forward contracts and New York MercantileExchange option contracts on a portion of expected natural gas usage to defraythe impact of possible future prices increases. The option strategy provided a ceiling on natural gas costs.  Having this protection in place provided uswith the flexibility to delay purchasing the natural gas delivery contracts atcurrent market prices.  As a result, wewere able to purchase natural gas delivery contracts during price declines andbelow the ceiling price protection, which reduced our operating costs andincreased revenues.  Lower prices thanexpected for other inputs increased operating efficiencies, and sales of ourwet distillers grains products also help protect ouroperating profits.  In the future, we maynot be able to continue to secure natural gas at below market prices and we maynot recover high costs of production resulting from high natural gas prices.  As we move toward spring, the price ofnatural gas may decrease in accordance with seasonal trends.  However, the price may also remain at currentprice levels or increase, which could increase our costs of production.

 

We expect to install a regenerative thermal oxidizer,centrifuge components, and an additional heat exchanger within the next 12months.  We believe that installing thisequipment will allow the plant to continue producing in excess of 40 milliongallons of ethanol per year while continuing to satisfy certain emissionstandards and maintain efficiencies.  Weexpect that it will cost approximately $1,200,000 to purchase and install allthree pieces of equipment.  We expect touse available cash flow to purchase the equipment without financing.  These projects have been accepted by ourlender and will be started after December 31, 2003.  We may also implement certain designimprovements as they are developed.  Theplant may be shut down from time to time over the next 12 months to incorporatethese design improvements.

 

We recently added an additional maintenance position to ouremployee roster and we now employ 32 full-time employees to operate the ethanolfacility and 6 full-time employees in general management andadministration.  We do not expect to hirea significant number of additional employees during the next 12 months.

 

We are subject to ongoing environmental regulations.  The plant passed December emissionstesting, and we expect to be re-tested within the next six months in compliancewith standard environmental regulations.

 

We benefit from federal ethanol tax incentives.  Changes to these incentives could negativelyimpact demand for our ethanol.

 

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**Liquidityand Capital Resources**

 

As of December 31, 2003, wehad the following consolidated assets: cash of $3,351,136, current assets of$10,628,065 and total assets of $59,135,496. As of December 31, 2003, we had consolidated current liabilities of$5,401,995.  Our members’ contributions, net of costs related to capital contributions, was$10,842,237.  Our members’ equity was$17,012,840 including retained earnings of $6,170,603.  The equity of the minority interest was$12,087,300, for a total members’ equity of $29,100,140.

 

InApril 2003 we substantially completed construction of our ethanol plantand began operations.   For the fiscalquarter ended December 31, 2003, cash provided by operating activities was$7,028,912.  Cash provided by operatingactivities was used for $118,539 of capital expenditures and a net $4,095,720pay down of our debt.

 

### Short-TermDebt Sources

###  

We have arevolving promissory note of up to $3,500,000 with First National Bank of Omaharenewable annually through July 2004. The interest payable on the revolving promissory note is due monthly atthe one month LIBOR plus 3.8%, which totaled 4.92% at December 31,2003.  The revolving promissory note isour operating line of credit.  We pay acommitment fee of 0.125% on the unused portion of the line.  The outstanding balance as ofDecember 31, 2003, was $200,964. The maximum available amount of this note is based on receivable andinventory balances.  Our currentreceivable and inventory balances are in excess of the minimum required underthe terms of the revolving promissory note, which allows us to use the maximumavailable line of credit under the note. As the balances in these accounts fluctuate, the amount of availablecredit on this note may be reduced. The operating line of credit is subject toprotective covenants requiring us to maintain various financial ratios.  The operating line of credit is secured byall business assets.

 

#### Long-Term DebtSources

####  

We have long-term debt financing consisting of three termnotes held by First National Bank of Omaha and referred to as Term Notes #2, #3and #4.  At December 31, 2003, theprincipal balance on Term Note #2 is $15,085,734.  Term Note #2 is payable in quarterlyinstallments, which began on September 1, 2003.  Interest on Term Note #2 is at the threemonth LIBOR plus 2.8%, which totaled 3.95% as of December 31, 2003.  Term Note #2 is payable in full onJune 1, 2008.  In order to achieve afixed interest rate on Term Note #2, we entered into an interest rate swapwhich helps protect our exposure to increases in interest rates.  Our interest rate swap effectively fixes theinterest rate on Term Note #2 at 5.79% until June 1, 2008.

 

AtDecember 31, 2003, the principal balance on Term Note #3 is$10,028,567.  Term Note #3 is payable inquarterly installments which began on September 1, 2003.  Interest on Term Note #3 is at the threemonth LIBOR plus 3.8%, which totaled 4.95% as of December 31, 2003.  Term Note #3 is payable in full onJune 1, 2008.  In order to protectour interest rate exposure on Term Note #3, we entered into an interest ratecap agreement based on a principal amount of $10,000,000.  Our interest rate is capped at 6.8% for TermNote #3 until June 1, 2006.

 

AtDecember 31, 2003, the principal balance on Term Note #4 is $130,267.  Term Note #4 is payable in quarterlyinstallments which began on September 1, 2003.  Interest on Term Note #4 is at the one monthLIBOR plus 3.8%, which totaled 4.92% as of December 31, 2003.  Term Note #4 is payable in full onJune 1, 2008.  Term Note #4 allowsborrowings up to the original principal of $5,000,000 to the extent of principalpayments made until maturity and requires a commitment fee of 0.375% on anyunused portion.  At December 31,2003, the aggregate indebtedness represented by Term Notes #2, #3 and #4 was$25,244,568.

 

We expect our interest rate swap and cap agreement toadequately protect us in the event of changes in interest rates.  However, we may not be fully protected in theevent of large movements in interest rates.

 

We have a note payable to the Iowa Corn Promotion Board inthe amount of $50,000, with principal and interest due and payable onJune 30, 2004.  No interest ischarged as long as the note is repaid by June 30, 2004 after whichinterest will retroactively accrue at the prime rate.  We expect that we will pay off the note infull by June 30, 2004.

 

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We have capital lease obligations in the amount of$319,358, due in monthly installments initially totaling $6,768, and includingimplicit interest between 7.4% and 17.4% through March 1, 2008.  The capital lease obligations are secured byleased equipment.

 

We have a note in the amount of $217,460 payable to theIowa Energy Center due in monthly installments of $3,472 without interest,maturing on January 29, 2009.  Thenote is secured by real estate and subordinated to the Term Notes.  We have a note with Farmers State Bank ofMarcus, Iowa, in the amount of $211,805 payable in monthly payments of $5,921,including interest at 6%, maturing on January 29, 2009.  The note is secured by real estate and subordinatedto the Term Notes.  We have notestotaling $300,000 payable to the Iowa Department of Economic Development due in60 monthly installments beginning August 1, 2004 in the amount of $1,667without interest.  The notes mature onJuly 1, 2009.  The notes include a$90,000 portion subject to forgiveness if we meet certain qualifications.  The note is secured by all equipment.

 

The notes payable to First National Bank at Omaha, require additional loan payments based on excess cashflow generated by payments received from the USDA’s Commodity CreditCorporation, as discussed below.

 

**BioenergyProgram Payments**

 

We have enrolled in the USDA’s Commodity Credit CorporationBioenergy Program.  Under the grant program, the Commodity CreditCorporation will reimburse eligible ethanol producers of less than 65 milliongallons of bioenergy in the amount of one bushel of corn for every two andone-half bushels of corn used for the increased production of ethanol.  Noeligible producer may receive more than $7.5 million annually under theprogram.   Because we are an eligible producer and expect to annuallyutilize 15 million bushels of corn in the increased production of ethanol, wecould potentially receive the maximum award of $7.5 million.  However, theCommodity Credit Corporation may award only $150 million annually in fiscalyears 2003 through 2006, and any award we receive may be reduced based upon thevolume of applications from other eligible producers.  The estimatedmaximum award of $7.5 million is based upon an increase in national ethanolproduction capacity of 426 million gallons per year.  Based upon the recent increase in nationalethanol production, we anticipate a pro rata reduction in aggregate payments toall eligible producers.  We anticipatethe pro rata reduction to be in the range of 20% to 23%.  Therefore, we may not receive the maximumaward of $7.5 million.  We expect to beeligible to receive an award under the program only once during the life of ourproject; however, due to timing differences between our fiscal year and thefiscal year of the federal government, or, if we increase our productioncapacity at some point in the future and during the life of the grant program,we may become eligible to receive more than $7.5 million or we may becomeeligible more than once for this award.

 

As of December 31, 2003, we have received 81% of the2003 eligible payments.  During thefiscal quarter ended December 31, 2003, the Company recorded $2,617,626 asother income from the Commodity Credit Corporation.  This is approximately 77% of eligiblepayments under the program for the first quarter of fiscal 2004.  Although we have recorded the 2004 payments,we have not received them.  We do notexpect to receive the remaining 23%.

 

The 2003 payments that we have received have significantlyimpacted our cash flow figures. Accordingly, our current cash flow statement is not indicative of futureperformance.  We do not anticipate receivingunpaid amounts for past pro rata reductions. 

 

**Distributionto Unit Holders**

 

We had a note payable to Fagen, Inc., in the amount of$1,250,000, with principal and interest due and payable on July 25,2007.  We paid off this note in full onJanuary 20, 2004 because payment of the note was required prior to makingany distribution to unit holders.  Fagen,Inc. is a limited partner of LSCP, LLLP and was the design-builder of ourethanol plant.  The note was secured byreal estate subordinated to the Term Notes and was subject to intercreditoragreements with the lending institution and required full payment prior to anydistribution to the unit holders.

 

On January 20, 2004, our Board of Directors, acting onbehalf of the Company as general partner of LSCP, LLLP, approved a resolutionauthorizing the distribution of a maximum of $3,300,000 of Bioenergy program

 

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paymentsto partners and the distribution of a maximum of $946,000 of earnings topartners.  The resolution provided theauthority for the Board of Directors to make a distribution, but did notrequire any such distribution.  On thesame date, our Board of Directors, acting on behalf of the Company, as generalpartner of LSCP, LLLP, approved a distribution of$1,050,000 from LSCP, LLLP to the partners. LSCP, LLLP will make the distribution on or before March 1,2004.  Because we own a 58.5% ownershipinterest of LSCP, LLLP, our Company will receive a distribution of$614,724.  Of the $614,724 our Companywill distribute approximately $561,000 to its unit holders and use theremaining amount to reduce accounts payable. We expect that the distribution will not affect our ability to maintainfinancial covenants and meet operating costs.

 

**Covenants**

 

The revolving promissory note and Term Notes #2, #3 and #4are subject to numerous protective covenants requiring us to maintain variousfinancial ratios.  These covenantsrestrict our ability to make distributions to our members.  The revolving promissory note and Term Notesare secured by all business assets, and require additional loan payments basedon excess cash flow.  Specifically, wemust maintain a minimum consolidated net worth of not less than $19,000,000 onan annual basis plus the greater of $250,000 or the amount of undistributed earningsduring the current fiscal year.  Inaddition, at the end of each fiscal year, we must apply 20% of our excess cashflow to the term notes.  Excess cash flowis determined as EBITDA less required payments to our lender, or subordinateddebt, less state and federal incentive payments and authorizedexpenditures.  We must also maintainminimum working capital according to the chart below.

 

MinimumWorking Capital Covenants

 
| First year of operations                 |   | $ | 1,000,000 |   |
|------------------------------------------|--------|---|-----------|--------|
| Months 13-24 after becoming  operational |   | $ | 1,500,000 |   |
| Months 25 and thereafter                 |   | $ | 2,000,000 |   |

 

Our failure to comply with the protective loan covenants ormaintain the required financial ratios may cause acceleration of theoutstanding principal balances on the revolving promissory note and terms notesand/or the imposition of fees, charges or penalties.  As of September 30, 2003, we were not incompliance with the net worth covenant. First National Bank of Omaha has waived this violation for one year andis in the process of rewriting this covenant. Due to the waiver, we do not expect the violation of the net worthcovenant to result in any fees, charges, penalties, acceleration of principal,or increase in interest rate.  Anyacceleration of the debt financing or imposition of significant fees, chargesor penalties may restrict or limit our access to the capital resourcesnecessary to continue plant operations. For each of the term notes, the premium above the LIBOR may be reducedbased upon our achievement and maintenance of certain financial ratios.

 

**Off-Balance Sheet Arrangements.**

 

We do not haveany off-balance sheet arrangements.

 

**Item 3**.  **Controls and Procedures.**

 

Our management,including our President (the principal executive officer), Daryl Haack, and ourTreasurer (the principal financial officer), Doug Lansink, have reviewed andevaluated the effectiveness of our disclosure controls and procedures as of theend of the period covered by this report. Based upon this review and evaluation, these officers believe that ourdisclosure controls and procedures are effective in ensuring that materialinformation related to us is recorded, processed, summarized and reportedwithin the time periods required by the forms and rules of the Securities andExchange Commission.

 

Our management,including our principal executive officer and principal financial officer, havereviewed and evaluated any changes in our internal control over financialreporting that occurred as of the end of the period covered by this report andthere has been no change that has materially affected or is reasonably likelyto materially affect our internal control over financial reporting.

 

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# Part II –OTHER INFORMATION

#  

| **Item 1.** | **Legal Proceedings.**                                    |                                         |
|-------------|-----------------------------------------------------------|----------------------------------------------|
|        |                                                      |                                         |
|        | None.                                                     |
|        |                                                      |                                         |
| **Item 2.** | **Changes in Securities.**                                |                                         |
|        |                                                      |                                         |
|        | None.                                                     |
|        |                                                      |                                         |
| **Item 3.** | **Defaults Upon Senior  Securities.**                     |                                         |
| ** **  | ** **                                                |                                         |
|        | None.                                                     |
|        |                                                      |                                         |
| **Item 4.** | **Submission of Matters to a  Vote of Security Holders.** |                                         |
|        |                                                      |                                         |
|        | None.                                                     |
|        |                                                      |                                         |
| **Item 5.** | **Other Information.**                                    |                                         |
|        |                                                      |                                         |
|        | None.                                                     |
|        |                                                      |                                         |
| **Item 6.** | **Exhibits and Reports on Form  8-K.**                    |                                         |
|        |                                                      |                                         |
|        | (a)                                                       | The following exhibits are  included herein. |
|        |                                                      |                                         |
|        |                                                      | 10.1                                         | Description of compensatory  plan of General Manager Steve Roe. |
|        |                                                      | 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. § 1350 |
|        |                                                      | 32.2                                         | Certificate pursuant to 18  U.S.C. § 1350 |
|        |                                                      |
|        | (b)                                                       | Reports on Form 8-K.                         |
|        |                                                      |                                         |
|        |                                                      | None.                                        |   |
|             |                                                           |                                              |  |  |  |

 

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**SIGNATURES**

 

In accordance with the requirements of the Exchange Act,the registrant caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 
|   |                   | LITTLE SIOUX CORN PROCESSORS,  L.L.C.                   |
|--------|------------------------|---------------------------------------------------------|
|   |                   |                                                    |
|   |                   |                                                    |
| Date:  | February 17, 2004 |                                                    | /s/ Daryl Haack |
|   |                   | Daryl Haack                                             |
|   |                   | President  (Principal Executive Officer)                |
|   |                   |                                                    |
|   |                   |                                                    |
| Date:  | February 17, 2004 |                                                    | /s/ Doug Lansink |
|   |                   | Doug Lansink                                            |
|   |                   | Treasurer  (Principal Financial and Accounting Officer) |

 

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