**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM10-QSB/A**

 

| **ý** |   | **Quarterly report under  Section 13 or 15(d) of the Securities Exchange Act of 1934.**                                                                                                                                                                            |   |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|       |   |                                                                                                                                                                                                                                                                    |   |
|       |   | **For the quarterly period ended March 31, 2004**                                                                                                                                                                                                                  |   |
|       |   |                                                                                                                                                                                                                                                                    |   |
|       |   | **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)                                  |

 

Check whether theissuer:  (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements 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 of May 14, 2004, there were 10,941 unitsoutstanding.

 

TransitionalSmall Business Disclosure Format (Checkone):         o  Yes   ý  No

 

 

----

 

**Explanatory Note Regarding Amendment No. 1**

 

This Amendment No. 1 to the Quarterly Report on Form 10-QSB/A of LittleSioux Corn Processors, LLC (the “Company”) for the quarter ended March 31,2004, is being filed for the purpose of reclassifying minority interest as anitem separate from equity.  Inaccordance with Rule 12b-15 under the Securities and Exchange Act of 1934, thecomplete text of such Items, as amended, are set forth herein.  In addition to the filing of this AmendmentNo. 1 and pursuant to Rule 12b-15, the Company is including certain currentlydated certifications.  The remainder ofthe Company’s Form 10-QSB/A is unchanged. This report speaks as of the original filing date of the Form 10-QSB andhas not been updated to reflect events occurring subsequent to the originalreporting date.

 

2

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

 

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

 

**LITTLE SIOUX CORN PROCESSORS, LLC ANDSUBSIDIARY**

 

Condensed Consolidated Balance Sheet

 
|                                                                        |   | **March 31  2004** |           |
|-----------------------------------------------------------------------------|--------|-------------------------|----------------|
|                                                                        |   |                    | ** **     |
| **ASSETS**                                                                  |   |                    | ** **     |
|                                                                        |   |                    | ** **     |
| **Current Assets**                                                          |   |                    | ** **     |
| Cash                                                                        |   | **$**                   | **1,956,167**  | ** ** |
| Trade accounts receivable, less allowance for  doubtful accounts of $20,000 |   | **1,512,187**           | ** **     |
| Other receivables                                                           |   | **3,590,363**           | ** **     |
| Inventory                                                                   |   | **1,716,321**           | ** **     |
| Derivative instruments                                                      |   | **6,437,478**           | ** **     |
| Prepaid expenses                                                            |   | **731,787**             | ** **     |
| Total current assets                                                        |   | **15,944,303**          | ** **     |
|                                                                        |   |                    | ** **     |
| **Property and  Equipment**                                                 |   |                    | ** **     |
| Land and improvements                                                       |   | **2,381,920**           | ** **     |
| Buildings                                                                   |   | **15,057,828**          | ** **     |
| Processing equipment                                                        |   | **26,513,418**          | ** **     |
| Grain handling equipment                                                    |   | **5,084,720**           | ** **     |
| Rail and other equipment                                                    |   | **1,214,322**           | ** **     |
| Furniture and fixtures                                                      |   | **160,042**             | ** **     |
| Construction in progress                                                    |   | **426,449**             | ** **     |
|                                                                        |   | **50,838,699**          |           |
| Less accumulated depreciation                                               |   | **3,335,310**           | ** **     |
| Net property and equipment                                                  |   | **47,503,389**          | ** **     |
|                                                                        |   |                    | ** **     |
| **Other Assets**                                                            |   |                    | ** **     |
| Deferred loan costs, net                                                    |   | **413,801**             | ** **     |
| Total other assets                                                          |   | **413,801**             | ** **     |
|                                                                        |   |                    | ** **     |
| **Total Assets**                                                            |   | **$**                   | **63,861,493** | ** ** |

 

Notes toCondensed Consolidated Financial Statements are an integral part of thisStatement.

 

3

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**LITTLE SIOUX CORN PROCESSORS, LLC ANDSUBSIDIARY**

 

Condensed Consolidated Balance Sheet

 
|                                                                                                                  |   | **March 31  2004** |           |
|-----------------------------------------------------------------------------------------------------------------------|--------|-------------------------|----------------|
|                                                                                                                  |   |                    | ** **     |
| **LIABILITIES AND MEMBERS’ EQUITY**                                                                              |   |                    | ** **     |
|                                                                                                                  |   |                    | ** **     |
| **Current Liabilities**                                                                                               |   |                    | ** **     |
| Revolving promissory note                                                                                             |   | **$**                   | **12,503**     | ** ** |
| Current maturities of long-term debt                                                                                  |   | **3,241,069**           | ** **     |
| Trade accounts payable                                                                                                |   | **1,358,181**           | ** **     |
| Accrued liabilities                                                                                                   |   | **160,060**             | ** **     |
| Total current liabilities                                                                                             |   | **4,771,813**           | ** **     |
|                                                                                                                  |   |                    | ** **     |
| **Long-Term Debt,**  net of current maturities                                                                        |   | **19,690,885**          | ** **     |
|                                                                                                                  |   |                    | ** **     |
| **Commitments and  Contingencies**                                                                                    |   |                    | ** **     |
|                                                                                                                  |   |                    | ** **     |
| **Minority Interest**                                                                                                 |   | **16,367,613**          | ** **     |
|                                                                                                                  |   |                    | ** **     |
| **Members’ Equity**                                                                                              |   |                    | ** **     |
| Member contributions, net of costs related  to capital contributions, 10,941 units outstanding at March 31, 2004 |   | **10,842,237**          | ** **     |
| Retained earnings                                                                                                     |   | **12,188,945**          | ** **     |
| Total members’ equity                                                                                            |   | **23,031,182**          | ** **     |
|                                                                                                                  |   |                    | ** **     |
| **Total Liabilities  and Members’ Equity**                                                                       |   | **$**                   | **63,861,493** | ** ** |

 

Notes toCondensed Consolidated Financial Statements are an integral part of thisStatement.

 

4

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**LITTLE SIOUX CORN PROCESSORS, LLC ANDSUBSIDIARY**

 

Condensed Consolidated Statements ofOperations

 
|                                        |   | **Three  Months Ended  March 31  2004** |       | **Three  Months Ended  March 31  2003** |   |
|---------------------------------------------|--------|----------------------------------------------|------------|----------------------------------------------|--------|
|                                        |   |                                         |       |                                         |   |
| **Revenues**                                |   | $                                            | 20,203,296 |                                         |   |   |
|                                        |   |                                         |       |                                         |   |
| **Cost of Goods Sold**                      |   | 11,311,892                                   |       |                                         |   |
|                                        |   |                                         |       |                                         |   |
| **Gross Profit**                            |   | 8,891,404                                    |       |                                         |   |
|                                        |   |                                         |       |                                         |   |
| **Operating Expenses**                      |   | 1,504,058                                    |       | 361,549                                      |   |
|                                        |   |                                         |       |                                         |   |
| **Operating Income  (Loss)**                |   | 7,387,346                                    |       | (361,549                                     | )      |
|                                        |   |                                         |       |                                         |   |
| **Other Income  (Expense)**                 |   |                                         |       |                                         |   |
| Interest income                             |   | 163                                          |       |                                         |   |
| Interest expense                            |   | (415,492                                     | )          |                                         |   |
| CCC Bio-Energy income                       |   | 4,262,613                                    |       |                                         |   |
| Grants and other income                     |   | 60,465                                       |       | 451,751                                      |   |
| Total other income                          |   | 3,907,749                                    |       | 451,751                                      |   |
|                                        |   |                                         |       |                                         |   |
| **Net Income Before  Minority Interest**    |   | 11,295,095                                   |       | 90,202                                       |   |
|                                        |   |                                         |       |                                         |   |
| **Minority Interest  in Sudsidiary Income** |   | 4,715,589                                    |       | 37,393                                       |   |
|                                        |   |                                         |       |                                         |   |
| **Net Income**                              |   | $                                            | 6,579,506  |                                         | $      | 52,809 |   |
|                                        |   |                                         |       |                                         |   |
| **Weighted Average  Units Outstanding**     |   | 10,941                                       |       | 10,941                                       |   |
|                                        |   |                                         |       |                                         |   |
| **Net Income Per Unit**                     |   | $                                            | 601.36     |                                         | $      | 4.83 |   |

 

Notes toCondensed Consolidated Financial Statements are an integral part of thisStatement.

 

5

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**LITTLE SIOUX CORN PROCESSORS, LLC ANDSUBSIDIARY**

 

Condensed Consolidated Statements ofOperations

 
|                                        |   | **Six Months  Ended  March 31  2004** |       | **Six Months  Ended  March 31  2003** |   |
|---------------------------------------------|--------|--------------------------------------------|------------|--------------------------------------------|--------|
|                                        |   |                                       |       |                                       |   |
| **Revenues**                                |   | $                                          | 39,470,204 |                                       |   |   |
|                                        |   |                                       |       |                                       |   |
| **Cost of Goods Sold**                      |   | 26,714,380                                 |       |                                       |   |
|                                        |   |                                       |       |                                       |   |
| **Gross Profit**                            |   | 12,755,824                                 |       |                                       |   |
|                                        |   |                                       |       |                                       |   |
| **Operating Expenses**                      |   | 3,072,779                                  |       | 392,577                                    |   |
|                                        |   |                                       |       |                                       |   |
| **Operating Income  (Loss)**                |   | 9,683,045                                  |       | (392,577                                   | )      |
|                                        |   |                                       |       |                                       |   |
| **Other Income  (Expense)**                 |   |                                       |       |                                       |   |
| Interest income                             |   | 163                                        |       | 442                                        |   |
| Interest expense                            |   | (818,458                                   | )          |                                       |   |
| CCC Bio-Energy income                       |   | 6,880,239                                  |       |                                       |   |
| Grants and other income                     |   | 79,229                                     |       | 451,751                                    |   |
| Total other income                          |   | 6,141,173                                  |       | 452,193                                    |   |
|                                        |   |                                       |       |                                       |   |
| **Net Income Before  Minority Interest**    |   | 15,824,218                                 |       | 59,616                                     |   |
|                                        |   |                                       |       |                                       |   |
| **Minority Interest  in Sudsidiary Income** |   | 6,596,137                                  |       | 24,699                                     |   |
|                                        |   |                                       |       |                                       |   |
| **Net Income**                              |   | $                                          | 9,228,081  |                                       | $      | 34,917 |   |
|                                        |   |                                       |       |                                       |   |
| **Weighted Average  Units Outstanding**     |   | 10,941                                     |       | 10,941                                     |   |
|                                        |   |                                       |       |                                       |   |
| **Net Income Per Unit**                     |   | $                                          | 843.44     |                                       | $      | 3.19 |   |

 

Notes to Condensed Consolidated FinancialStatements are an integral part of this Statement.

 

6

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

 

Condensed Consolidated Statements of Cash Flows

 
|                                                                        |   | **Six Months  Ended  March 31  2004** |      | **Six Months  Ended  March 31  2003** |       |
|-----------------------------------------------------------------------------|--------|--------------------------------------------|-----------|--------------------------------------------|------------|
|                                                                        |   |                                       |      |                                       |       |
| **Cash Flows from  Operating Activities**                                   |   |                                       |      |                                       |       |
| Net income                                                                  |   | $                                          | 9,228,081 |                                       | $          | 34,917 |   |
| Adjustments to reconcile net income to net  cash from operations:           |   |                                       |      |                                       |       |
| Depreciation and amortization                                               |   | 1,734,352                                  |      | 4,499                                      |       |
| Provision for losses on trade accounts  receivable                          |   | 20,000                                     |      |                                       |       |
| Minority interest in subsidiary’s income                               |   | 6,596,137                                  |      | 24,699                                     |       |
| Loss on hedging activity                                                    |   | 312,777                                    |      |                                       |       |
| Change in assets and liabilities:                                           |   |                                       |      |                                       |       |
| Restricted cash                                                             |   | 12,902                                     |      | (402,768                                   | )          |
| Receivables                                                                 |   | (6,218                                     | )         | (466,115                                   | )          |
| Inventory                                                                   |   | (329,750                                   | )         | (887,831                                   | )          |
| Derivative instruments                                                      |   | (5,980,865                                 | )         | (17,375                                    | )          |
| Prepaid expenses                                                            |   | (133,685                                   | )         | (8,962                                     | )          |
| Accounts payable                                                            |   | 598,940                                    |      | 505,691                                    |       |
| Accrued liabilities                                                         |   | (300,119                                   | )         | 400,907                                    |       |
| Net cash provided by (used in) operating  activities                        |   | 11,752,552                                 |      | (812,338                                   | )          |
|                                                                        |   |                                       |      |                                       |       |
| **Cash Flows from  Investing Activities**                                   |   |                                       |      |                                       |       |
| Capital expenditures                                                        |   | (481,010                                   | )         |                                       |       |
| Net cash used in investing activities                                       |   | (481,010                                   | )         |                                       |       |
|                                                                        |   |                                       |      |                                       |       |
| **Cash Flows from  Financing Activities**                                   |   |                                       |      |                                       |       |
| Proceeds (payments) from short-term debt                                    |   | (762,662                                   | )         | 12,620                                     |       |
| Proceeds from issuance of long-term debt                                    |   |                                       |      | 905,538                                    |       |
| Payments of long-term debt                                                  |   | (8,092,756                                 | )         | (13,067                                    | )          |
| Loan costs                                                                  |   |                                       |      | (44,848                                    | )          |
| Distribution to minority interest                                           |   | (435,276                                   | )         |                                       |       |
| Distribution to members                                                     |   | (561,164                                   | )         |                                       |       |
| Net cash provided by (used in) financing  activities                        |   | (9,851,858                                 | )         | 860,243                                    |       |
|                                                                        |   |                                       |      |                                       |       |
| **Net increase in  cash**                                                   |   | 1,419,684                                  |      | 47,905                                     |       |
|                                                                        |   |                                       |      |                                       |       |
| **Cash –**  Beginning of Period                                        |   | 536,483                                    |      | 299,951                                    |       |
|                                                                        |   |                                       |      |                                       |       |
| **Cash –**  End of Period                                              |   | $                                          | 1,956,167 |                                       | $          | 347,856 |   |
|                                                                        |   |                                       |      |                                       |       |
| **Supplemental Cash  Flow Information**                                     |   |                                       |      |                                       |       |
| Cash paid during the year for:                                              |   |                                       |      |                                       |       |
| Interest                                                                    |   | $                                          | 898,085   |                                       | $          | 221,446 |   |
|                                                                        |   |                                       |      |                                       |       |
| **Supplemental  Disclosure of Noncash Investing and Financing Activities**  |   |                                       |      |                                       |       |
| Reduction in property and equipment due to  debt forgiveness                |   | $                                          | 90,000    |                                       |       |   |
| Property and equipment financed with note  payable and construction payable |   |                                       |      | $                                          | 14,697,204 |   |

 

Notes to Condensed Consolidated FinancialStatements are an integral part of this Statement.

 

7

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**1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

The accompanying condensedquarterly consolidated financial statements represent Little Sioux CornProcessors, LLC and Subsidiary.  See Note 1 to the consolidated financialstatements included in the Form 10-KSB for the nine month fiscal year endedSeptember 30, 2003.  That note discusses the consolidation.  Asused in this report in Form 10-QSB, the “Company” represents Little Sioux CornProcessors, LLC (LLC) and its subsidiary LSCP, LLLP (LSCP).

 

The condensed consolidatedquarterly financial statements are unaudited.  These statements includeall adjustments (consisting of normal recurring accruals) that we considerednecessary to present a fair statement of the results of operations, financialposition, 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 ofBusiness*

 

The Company operates a 40million gallon ethanol plant, located near Marcus, Iowa.  The plantcommenced operations in April 2003.  The Company sells its productionof ethanol and distillers grains and solubles in the continental United States.

 

*CommodityCredit Corporation Bioenergy Program*

 

During 2003, the Companyenrolled in the Commodity Credit Corporation Bioenergy Program (CCC), adepartment of the United States Department of Agriculture.  This programenables the Company to receive payments based on increases in production ofethanol over the previous year of up to $7,500,000 per year.  Newproduction is eligible and is considered increased production.  Paymentsunder the program are subject to pro rata reduction if aggregate payments toall producers in any fiscal year exceed the maximum annual funding of theprogram.  The Company recorded $4,262,613 and $6,880,239 as other incomefrom the CCC for the three months and six months ended March 31, 2004respectively.  At March 31, 2004,$3,479,619 remained in other receivables.

 

*DerivativeInstruments*

 

At March 31, 2004, theCompany had recorded an asset for derivative instruments related to corn andnatural gas options and futures positions with a fair value of $6,437,478 forforecasted purchases during fiscal 2004 and 2005.  None of the positionsopen at March 31, 2004 are designated as cash flow hedges.  TheCompany has recorded a gain of $5,128,799 in cost of goods sold related to itsderivative instruments for the three months ended March 31, 2004.  The Company has recorded a gain of$4,811,670 in cost of goods sold related to its derivative instruments for thesix months ended March 31, 2004, which includes the reclassification of$371,440 from accumulated other comprehensive loss.

 

At March 31, 2004, theCompany had an interest rate cap as described in Note 4 with a fair value of$31,503 recorded as an asset with derivative instruments.  The interestrate cap was not designated as a cash flow hedge.  The Company chargedinterest expense with the loss on the interest rate cap of $54,073 and $49,721for the three months and six months ending March 31, 2004 respectively.

 

*RecentAccounting Pronouncement*

 

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

 

**2. INVENTORY**

 

Inventories consist of thefollowing at March 31, 2004:

 
| Raw materials   |   | $       | 1,130,070 |   |
|-----------------|--------|---------|-----------|--------|
| Work in process |   | 186,159 |      |
| Finished goods  |   | 400,092 |      |
|            |   |    |      |
| Totals          |   | $       | 1,716,321 |   |

 

8

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**3. REVOLVING PROMISSORY NOTE**

 

Under the terms of thefinancing agreement with a lending institution, the Company has a revolvingpromissory note of up to $3,500,000, subject to borrowing base limitations,maturing in July 2004.  The revolving promissory note accruesinterest monthly at the one month LIBOR plus 280 basis points which totaled3.89% at March 31, 2004.  The Company pays a commitment fee of .125%on the unused portion of the revolving promissory note.  The outstandingbalance at March 31, 2004 was $12,503.  The revolving promissory note,as well as the term notes described in Note 4, are subject to protectivecovenants under a common financing agreement requiring the Company to maintainvarious financial ratios, including debt service coverage, minimum net worthand working capital requirements, and restrictions on distributions.  The revolving promissory note and term notesare secured by all business assets. Additionally, the term notes described in Note 4 require additional loanpayments based on excess cash flow.

 

**4. LONG–TERM DEBT**

 

Long-term debt consists ofthe following at March 31, 2004:

 
| 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     |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                           |   |       |       |
| Term note #2 payable to lending  institution, see terms below                                                                                                                                                                                                                                                                                                                  |   | 14,759,132 |       |
|                                                                                                                                                                                                                                                                                                                                                                           |   |       |       |
| Term note #3 payable to lending  institution, see terms below                                                                                                                                                                                                                                                                                                                  |   | 7,071,469  |       |
|                                                                                                                                                                                                                                                                                                                                                                           |   |       |       |
| 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                                                                                                                                                                                                |   | 208,248    |       |
|                                                                                                                                                                                                                                                                                                                                                                           |   |       |       |
| 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                                                                                                                                                                                                       |   | 201,389    |       |
|                                                                                                                                                                                                                                                                                                                                                                           |   |       |       |
| 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    |       |
|                                                                                                                                                                                                                                                                                                                                                                           |   |       |       |
| 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                                                                                                                                                                                  |   | 301,449    |       |
| Totals                                                                                                                                                                                                                                                                                                                                                                         |   | 22,931,954 |       |
| Less amounts due within one year                                                                                                                                                                                                                                                                                                                                               |   | 3,241,069  |       |
|                                                                                                                                                                                                                                                                                                                                                                           |   |       |       |
| Totals                                                                                                                                                                                                                                                                                                                                                                         |   | $          | 19,690,885 |   |

 

9

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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 principal payments due quarterly with interestat the three month LIBOR plus 280 basis points, which totaled 3.91% atMarch 31, 2004, payable in full on June 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 interestat the three month LIBOR plus 330 basis points which totaled 4.41% atMarch 31, 2004.  Term note #4 bears interest at the one month LIBORplus 280 basis points which totaled 3.89% at March 31, 2004.  Termnotes #3 and #4 are payable in full on June 1, 2008.  The Company isrequired to make quarterly payments of $506,588 applied first to accruedinterest 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 areapplied first to accrued interest and then to principal on the term note #4until paid in full or until maturity.  Term note #4 allows subsequentborrowings up to the original $5,000,000 to the extent of principal paymentsmade until maturity and requires a commitment fee of 0.375% on any usedportion.

 

As part of the financingagreement, the premium above the LIBOR on the term note #3 and #4 and therevolving promissory note has been reduced based on a financial ratio from theoriginal 380 basis points.  The financing agreement requires an annualservicing fee of $50,000 for five years.  As described in Note 1, theCompany entered into an interest rate cap agreement to reduce the risk ofincreases in interest rates.  The interest rate cap agreement is based ona notional amount of $10,000,000 and caps increases in interest rates at 6.8%on this amount until June 1, 2006.

 

The original notes payableto the Iowa Department of Economic Development totaled $300,000 and included a$90,000 note subject to forgiveness if the Company met certainqualifications.  In March 2004,these qualifications were met, and the $90,000 loan was forgiven onMarch 9, 2004.  The Companyrecorded the debt forgiveness as a grant and reduced the cost of property and equipment.

 

At September 30, 2003,LSCP was in violation of the net worth covenant.  The lender has waivedcompliance with this violation at September 30, 2003 and for the followingyear as it relates to this violation at September 30, 2003.

 

In addition to the termsnotes, the subordinated notes payable to the bank require additional cash flowanticipated to be received from the CCC to be split pro rata between thesubordinated debtors as additional payments on the notes.

 

The estimated maturities oflong-term debt at March 31, 2004 are as follows:

 
| 2005                 |   | $         | 3,241,069  |   |
|----------------------|--------|-----------|------------|--------|
| 2006                 |   | 3,340,648 |       |
| 2007                 |   | 3,492,969 |       |
| 2008                 |   | 3,434,349 |       |
| 2009                 |   | 9,278,251 |       |
| After 2009           |   | 144,668   |       |
|                 |   |      |       |
| Total long-term debt |   | $         | 22,931,954 |   |

 

**5. RELATED PARTY TRANSACTIONS**

 

In addition to the relatedparty transactions described previously, the Company also had the followingrelated party transactions:

 

At March 31, 2004,amounts due from Archer Daniels Midland Company (ADM) approximated 72% of tradeaccounts receivable.  For the three months and six months endedMarch 31, 2004, the Company incurred marketing expenses of approximately$120,000 and $243,000 respectively to ADM.  In January 2004, theCompany repaid the $1,250,000 note payable owed to Fagen, Inc. (Fagen).  During the three months and six months endedMarch 31,

 

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2004, the Company paidinterest to Fagen approximating $14,000 and $98,000 respectively.  Duringthe three months ended March 31, 2004, the Company paid construction coststo Fagen of $250,000.

 

In the three months and sixmonths ended March 31, 2004, LSCP purchased approximately $1,216,000 and$1,769,000, respectively, in corn from members of the LLC.

 

**6.  COMMITMENTS ANDCONTINGENCIES**

 

*Natural Gas and Corn Contracts*

 

At March 31, 2004, the Company has forward contracts to purchaseapproximately 836,000 million British thermal units (MMBTU) of natural gasduring the April 2004 through October 2004 time period at an averageprice of $5.18 per MMBTU.  The Companyhas forward contracts to purchase approximately 200,000 MMBTU of natural gasduring the November 2004 through March 2005 time period at $6.28 perMMBTU.  The Company has forwardcontracts to purchase approximately 630,000 MMBTU of natural gas during theApril 2005 through October 2005 time period at $5.03 per MMBTU.  These contracts total approximately$8,752,000 less a deposit of $184,000.

 

At March 31, 2004, the Company has forward contracts to purchaseapproximately 2,560,000 bushels of corn at prices ranging from $2.08 to $3.09per bushel through October 2005.

 

*Construction in Progress*

 

The Company estimates its costs to complete the construction of assetsnot yet placed in service to be approximately $1,079,000 of March 31,2004.

 

**7.  RECLASSIFICATION OF MINORITY INTEREST**

 

The minority interest hasbeen reclassified on the accompanying balance sheet to reflect it as a separateline item rather than including it as part of equity.  This reclassification has no impact of net income or earnings perunit as previously reported.

 

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| **Item 6.** | **Exhibits  and Reports on Form 8-K.** |
|-------------|----------------------------------------|
|        |                                   |   |
|        | (a)                                    | The following exhibits are  included herein. |
|        |                                   |   |
|        |                                   | 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. |

 

 

**SIGNATURES**

 

In accordance with therequirements of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 

 
|   |                 | LITTLE SIOUX CORN  PROCESSORS, L.L.C.  |
|--------|----------------------|----------------------------------------|
|   |                 |                                   |
|   |                 |                                   |
| Date:  | August 12, 2004 |                                   | /s/ Stephen Roe |
|   |                 | Stephen Roe                            |
|   |                 | President and Chief  Executive Officer |
|   |                 |                                   |
|   |                 |                                   |
| Date:  | August 12, 2004 |                                   | /s/ Gary Grotjohn |
|   |                 | Gary Grotjohn                          |
|   |                 | Chief Financial Officer                |

 

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