##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the quarterly period ended March 31, 2009
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the transition period from      to      .
 Commission File Number: 000-52420
 SIOUXLAND ETHANOL, LLC
  Nebraska
    
    22-3902184(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 1501 Knox Boulevard
Jackson, NE 68743
 (402) 632-2676
 þ o
 o þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ




---



##### 



Page No.PART I. FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    14Item 4T. Controls and Procedures
    
    
    23PART II. OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    26SIGNATURES
    
    
    27EX-10.3EX-10.4EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
  Item 1. Financial Statements
 SIOUXLAND ETHANOL, LLC
  March 31,
    
    
    September 30,2009
    
    
    2008(Unaudited)ASSETSCurrent AssetsCash and equivalents
    
    $
    677,156
    
    
    $
    4,130,632Restricted cash
    
    
    383,437
    
    
    
    4,430,581Accounts receivable
    
    
    1,829,042
    
    
    
    3,432,770Inventory
    
    
    3,697,135
    
    
    
    4,097,906Prepaid expenses
    
    
    532,993
    
    
    
    210,576Total current assets
    
    
    7,119,763
    
    
    
    16,302,465Property and EquipmentLand and land improvements
    
    
    9,740,984
    
    
    
    9,740,984Buildings
    
    
    8,508,565
    
    
    
    8,500,470Office equipment and furnishings
    
    
    224,004
    
    
    
    223,079Plant equipment and machinery
    
    
    61,391,209
    
    
    
    59,945,892Construction in progress
    
    
    
    
    
    
    603,33879,864,762
    
    
    
    79,013,763Less accumulated depreciation
    
    
    (10,093,925
    )
    
    
    (7,436,643
    )Net property and equipment
    
    
    69,770,837
    
    
    
    71,577,120Other AssetsRestricted cash
    
    
    403,279
    
    
    
    404,807Construction deposit
    
    
    500,000
    
    
    
    500,000Debt issuance costs, net of amortization
    
    
    364,953
    
    
    
    394,646Other
    
    
    450,498
    
    
    
    312,112Total other assets
    
    
    1,718,730
    
    
    
    1,611,565Total Assets
    
    $
    78,609,330
    
    
    $
    89,491,150LIABILITIES AND EQUITYCurrent LiabilitiesLine of credit
    
    $
    1,816,114
    
    
    $
    703,034Current maturities of long-term debt
    
    
    4,940,038
    
    
    
    4,992,970Accounts payable
    
    
    2,374,457
    
    
    
    3,368,785Accrued expenses
    
    
    1,411,353
    
    
    
    2,860,884Derivative instruments
    
    
    277,353
    
    
    
    3,747,589Construction payable
    
    
    122,610
    
    
    
    271,836Total current liabilities
    
    
    10,941,925
    
    
    
    15,945,098Long-Term Debt, net of current maturities
    
    
    29,776,012
    
    
    
    25,113,869Other Long-Term Liabilities
    
    
    271,810
    
    
    
    281,694Commitments and ContingenciesMembers Equity, 3,789 units issued and outstanding
    
    
    37,619,583
    
    
    
    48,150,489Total Liabilities and Members Equity
    
    $
    78,609,330
    
    
    $
    89,491,150
  1




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
  Three months ended
    
    
    Three months endedMarch 31,
    
    
    March 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    20,540,463
    
    
    $
    32,625,878Cost of Goods Sold
    
    
    20,576,061
    
    
    
    22,065,228Lower of Cost or Market Adjustment
    
    
    207,490
    
    
    
    Gross Profit (Loss)
    
    
    (243,088
    )
    
    
    10,560,650Selling, General, and
Administrative Expenses
    
    
    435,283
    
    
    
    438,068Operating Income (Loss)
    
    
    (678,371
    )
    
    
    10,122,582Other Income (Expense)Interest income
    
    
    6,056
    
    
    
    21,898Interest expense
    
    
    (590,188
    )
    
    
    (781,644
    )Other income
    
    
    382,410
    
    
    
    212,108Total other expense, net
    
    
    (201,722
    )
    
    
    (547,638
    )Net Income (Loss)
    
    $
    (880,093
    )
    
    $
    9,574,944Weighted Average Units
Outstanding  Basic and Diluted
    
    
    3,789
    
    
    
    3,789Net
Income (Loss) Per Unit  Basic and Diluted
    
    $
    (232.28
    )
    
    $
    2,527.04Distributions Per Unit  Basic
and Diluted
    
    $
    
    
    
    $
    
  2




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
  Six months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    44,997,317
    
    
    $
    59,631,939Cost of Goods Sold
    
    
    52,822,126
    
    
    
    41,204,002Lower of Cost or Market Adjustment
    
    
    1,078,703
    
    
    
    Gross Profit (Loss)
    
    
    (8,903,512
    )
    
    
    18,427,937Selling, General, and Administrative
Expenses
    
    
    843,602
    
    
    
    942,667Operating Income (Loss)
    
    
    (9,747,114
    )
    
    
    17,485,270Other Income (Expense)Interest income
    
    
    14,817
    
    
    
    37,775Interest expense
    
    
    (1,182,531
    )
    
    
    (1,787,124
    )Other income
    
    
    383,922
    
    
    
    214,866Total other expense, net
    
    
    (783,792
    )
    
    
    (1,534,483
    )Net Income (Loss)
    
    $
    (10,530,906
    )
    
    $
    15,950,787Weighted Average Units Outstanding 
Basic and Diluted
    
    
    3,789
    
    
    
    3,789Net Income (Loss) Per Unit  Basic and
Diluted
    
    $
    (2,779.34
    )
    
    $
    4,209.76Distributions Per Unit  Basic and Diluted
    
    $
    
    
    
    $
    
  3




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
  Six months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    (10,530,906
    )
    
    $
    15,950,787Adjustments to reconcile net income (loss) to net cash from (used
in) operations:Depreciation and amortization
    
    
    2,686,975
    
    
    
    2,714,267Change in fair value of derivative instruments
    
    
    232,052
    
    
    
    (8,639,976
    )Loss on lower of cost or market adjustment
    
    
    1,078,703
    
    
    
    Income earned on restricted cash and investments
    
    
    (2,126
    )
    
    
    (16,840
    )Other
    
    
    (138,386
    )
    
    
    Change in assets and liabilities:Restricted cash
    
    
    3,844,548
    
    
    
    (477,887
    )Accounts receivable
    
    
    1,603,728
    
    
    
    (2,461,514
    )Inventory
    
    
    (677,932
    )
    
    
    (1,237,247
    )Derivative instruments
    
    
    (3,702,288
    )
    
    
    (2,092,216
    )Deposits and prepaid expenses
    
    
    (322,417
    )
    
    
    1,155,454Due to broker
    
    
    
    
    
    
    635,140Accounts payable
    
    
    (994,328
    )
    
    
    (1,204,143
    )Accrued expenses and other liabilities
    
    
    (1,459,415
    )
    
    
    (3,924
    )Net cash from (used in) operating activities
    
    
    (8,381,792
    )
    
    
    4,321,901Cash Flows from Investing ActivitiesCapital expenditures
    
    
    (1,000,225
    )
    
    
    (462,975
    )Net cash used in investing activities
    
    
    (1,000,225
    )
    
    
    (462,975
    )Cash Flows from Financing ActivitiesProceeds from line of credit
    
    
    2,467,161
    
    
    
    771,000Payments on line of credit
    
    
    (1,354,081
    )
    
    
    (771,000
    )Checks written in excess of bank balance
    
    
    
    
    
    
    251,012Proceeds from revolving term note
    
    
    5,197,920
    
    
    
    1,000,000Payments on revolving term note
    
    
    (563,065
    )
    
    
    (5,300,000
    )Payments on long-term debt
    
    
    (25,644
    )
    
    
    (4,899,456
    )Net withdrawals from restricted cash
    
    
    206,250
    
    
    
    187,568Net cash from (used in) financing activities
    
    
    5,928,541
    
    
    
    (8,760,876
    )Net Decrease in Cash and Equivalents
    
    
    (3,453,476
    )
    
    
    (4,901,950
    )Cash and Equivalents  Beginning of Period
    
    
    4,130,632
    
    
    
    5,924,234Cash and Equivalents  End of Period
    
    $
    677,156
    
    
    $
    1,022,284Supplemental Cash Flow InformationCash paid during the period for interest expensed
    
    $
    1,095,184
    
    
    $
    1,455,150Supplemental Disclosure of Noncash Investing and Financing ActivitiesCapital expenditures in construction payable
    
    $
    122,610
    
    
    $
    
  4




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
   1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
   Nature of Business
  Accounting Estimates
  Revenue Recognition
  5




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
   Reclassifications
  2. UNCERTAINTIES
  3. FAIR VALUE MEASUREMENTS
 Fair
Value Measurements The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
 6




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
       Fair Value as of
    
    Fair Value Measurement UsingMarch 31, 2009
    
    Level 1
    
    Level 2
    
    Level 3Restricted Cash  current
    
    $
    35,748
    
    
    $
    35,748
    
    
    $
    
    
    
    $
    Restricted Cash  long-term
    
    $
    403,279
    
    
    $
    403,279
    
    
    $
    
    
    
    $
    Commodity derivative instruments
    
    $
    (277,353
    )
    
    $
    (277,353
    )
    
    $
    
    
    
    $
    
  4. INVENTORY
  March 31,
    
    
    September 30,2009
    
    
    2008*Raw materials
    
    $
    2,252,966
    
    
    $
    2,634,690Supplies
    
    
    373,543
    
    
    
    340,485Work in process
    
    
    520,462
    
    
    
    830,261Finished goods
    
    
    550,164
    
    
    
    292,470Total
    
    $
    3,697,135
    
    
    $
    4,097,906
 
 *
    
    Derived from audited financial statements. 7




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
    5. DERIVATIVE INSTRUMENTS
 Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FAS Statement No. 133
    8




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
    Balance Sheet location
    
    Assets
    
    
    LiabilitiesCorn contracts
    
    Derivative instruments
    
    $
    
    
    
    $
    (277,353
    )
   Statement of
    
    Three-Months Ended March 31,Operations location
    
    2009
    
    
    2008Corn contracts
    
    Cost of goods sold
    
    $
    (779,712
    )
    
    $
    7,655,253Natural gas contracts
    
    Cost of goods sold
    
    
    (5,426
    )
    
    
    Totals
    
    
    
    $
    (785,138
    )
    
    $
    7,655,253
 Statement of
    
    Six-Months Ended March 31,Operations location
    
    2009
    
    
    2008Corn contracts
    
    Cost of goods sold
    
    $
    (6,366,684
    )
    
    $
    11,360,317Natural gas contracts
    
    Cost of goods sold
    
    
    (140,629
    )
    
    
    Totals
    
    
    
    $
    (6,507,313
    )
    
    $
    11,360,317
 6. LINE OF CREDIT
   9




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
   7. LONG-TERM DEBT
  March 31,
    
    
    September 30,2009
    
    
    2008*Term note payable, see terms below
    
    $
    26,015,000
    
    
    $
    26,015,000Revolving promissory note, see terms below
    
    
    4,634,855
    
    
    
    Tax increment financing
    
    
    4,020,000
    
    
    
    4,025,000Equipment note
    
    
    46,195
    
    
    
    66,839Total
    
    
    34,716,050
    
    
    
    30,106,839Less amounts due within one year
    
    
    4,940,038
    
    
    
    4,992,970Net long-term debt
    
    $
    29,776,012
    
    
    $
    25,113,869
 
 *
    
    Derived from audited financial statements. Term Note
  Revolving Promissory Note
  10




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
       11




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
   Maturities
  2010
    
    $
    4,940,0382011
    
    
    4,921,1572012
    
    
    4,927,5002013
    
    
    4,947,5002014
    
    
    4,967,500Thereafter
    
    
    10,012,355Total long-term debt
    
    $
    34,716,050
 8. COMMITMENTS AND CONTINGENCIES
 Purchase Commitments
   12




---



##### Table of Contents



SIOUXLAND ETHANOL, LLC
   9. RELATED PARTY TRANSACTIONS
  Three Months Ended
    
    2009
    
    2008Corn purchases
    
    $
    1,051,000
    
    
    $
    773,000Distillers grain sales
    
    
    250,000
    
    
    
    246,000
 Six Months Ended
    
    2009
    
    2008Corn purchases
    
    $
    1,803,000
    
    
    $
    1,327,000Distillers grain sales
    
    
    587,000
    
    
    
    436,000
 10. SUBSEQUENT EVENT
   13




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operation
  Disclosure Regarding Forward-Looking Statements
  
    
    Changes in the availability and costs of products and raw materials, particularly corn
and natural gas;
    
    Changes in the production capacity of the ethanol industry, advances in ethanol
technologies and other competitive factors;
    
    Fluctuations in the price and market for ethanol and distillers grains;
    
    Financial impact of our hedging strategies;
    
    Our ability to market and our reliance on third parties to market our products;
    
    Changes in plant production capacity, variations in actual ethanol and distillers
grains production from expectations or technical difficulties in operating the plant;
    
    Changes in interest rates and the availability of credit to support capital
improvements and operations;
    
    Changes in or elimination of governmental mandates for the use of ethanol or other
laws, tariffs, trade or other controls or enforcement practices affecting the ethanol
markets;
    
    Fluctuations in U.S. petroleum consumption and in petroleum and gasoline prices;
    
    The availability and adequacy of cash flow to meet our working capital requirements;
    
    Competition from alternative fuels and alternative fuel additives;
    
    Changes in general economic conditions or the occurrence of certain events causing an
economic impact in the agriculture, oil or automobile industries;
    
    Lack of transport, storage and blending infrastructure preventing ethanol from reaching
markets;
    
    The loss of, or inability to obtain, any license or permit needed to operate our plant;
    
    The loss of available loan funding due to our inability to comply with loan covenants;
    
    Unanticipated liability resulting from litigation or regulatory actions.
  14




---



##### Table of Contents



Overview
    15




---



##### Table of Contents



Results of Operations
 Comparison of the three month periods ended March 31, 2009 and 2008.
 Three Months Ended
    
    
    Three Months EndedMarch 31, 2009
    
    
    March 31, 2008(Unaudited)
    
    
    (Unaudited)% of
    
    
    
    
    
    
    % ofStatement of Operations Data
    
    Amount
    
    
    Revenues
    
    
    Amount
    
    
    RevenuesRevenues
    
    $
    20,540,463
    
    
    
    100.0
    %
    
    $
    32,625,878
    
    
    
    100.0
    %Cost of Goods Sold
    
    
    20,783,551
    
    
    
    101.2
    %
    
    
    22,065,228
    
    
    
    67.6
    %Gross Profit (Loss)
    
    
    (243,088
    )
    
    
    (1.2
    )%
    
    
    10,560,650
    
    
    
    32.4
    %SG&A Expenses
    
    
    435,283
    
    
    
    2.1
    %
    
    
    438,068
    
    
    
    1.4
    %Operating Income (loss)
    
    
    (678,371
    )
    
    
    (3.3
    )%
    
    
    10,122,582
    
    
    
    31.0
    %Other Expense, net
    
    
    (201,722
    )
    
    
    (1.0
    )%
    
    
    (547,638
    )
    
    
    (1.7
    )%Net Income (loss)
    
    $
    (880,093
    )
    
    
    (4.3
    )%
    
    $
    9,574,944
    
    
    
    29.3
    %
 Revenues
 16




---



##### Table of Contents



Cost of Goods Sold
   17




---



##### Table of Contents



Selling, General and Administrative Expenses
 Other Income (Expense).
 18




---



##### Table of Contents



Comparison of the six-month periods ended March 31, 2009 and 2008.
 Six Months Ended
    
    
    Six Months EndedMarch 31, 2009
    
    
    March 31, 2008(Unaudited)
    
    
    (Unaudited)% of
    
    
    
    
    
    
    % ofStatement of Operations Data
    
    Amount
    
    
    Revenues
    
    
    Amount
    
    
    RevenuesRevenues
    
    $
    44,997,317
    
    
    
    100.0
    %
    
    $
    59,631,939
    
    
    
    100.0
    %Cost of Goods Sold
    
    
    53,900,829
    
    
    
    119.8
    %
    
    
    41,204,002
    
    
    
    69.1
    %Gross Profit (Loss)
    
    
    (8,903,512
    )
    
    
    (19.8
    )%
    
    
    18,427,937
    
    
    
    30.9
    %SG&A Expenses
    
    
    843,602
    
    
    
    1.9
    %
    
    
    942,667
    
    
    
    1.6
    %Operating Income (loss)
    
    
    (9,747,114
    )
    
    
    (21.7
    )%
    
    
    17,485,270
    
    
    
    29.3
    %Other Expense, net
    
    
    (783,792
    )
    
    
    (1.7
    )%
    
    
    (1,534,483
    )
    
    
    (2.5
    )%Net Income (loss)
    
    $
    (10,530,906
    )
    
    
    (23.4
    )%
    
    $
    15,950,787
    
    
    
    26.8
    %
 Revenues
  Cost of Goods Sold
 19




---



##### Table of Contents



Selling, General and Administrative Expenses
 Other Income (Expense).
 Liquidity and Capital Resources
   20




---



##### Table of Contents



21




---



##### Table of Contents



22




---



##### Table of Contents



Application of Critical Accounting Estimates
  Off-Balance Sheet Arrangements
  
 Item 4T. Controls and Procedures
   23




---



##### Table of Contents



PART II. OTHER INFORMATION
  Item 1. Legal Proceedings
   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Item 3. Defaults Upon Senior Securities
   Item 4. Submission of Matters to a Vote of Security Holders
  (i)
    
    elect three Group I directors to serve for a three-year term; and(ii)
    
    ratify the appointment of Boulay, Heutmaker, Zibell & Co. P.L.L.P. as the
Companys independent auditors for the fiscal year ending September 30, 2009.
   Election of Group I Directors
 Name
    
    For
    
    Authority WithheldJohn Kingsbury
    
    
    1,690
    
    
    
    46Doug Garwood
    
    
    1,690
    
    
    
    46Mark Condon
    
    
    1,663
    
    
    
    73
 Ratification of Auditors
    
    For
    
    Against
    
    Abstained1,571
    
    
    
    37
    
    
    
    128
  24




---



##### Table of Contents



Item 5. Other Information
      25




---



##### Table of Contents



Item 6. Exhibits
  Exhibit No.
    
    Exhibit3.1
    
    Articles of Organization of Siouxland Ethanol, LLC. Filed as Exhibit 3.1 to
the Companys Registration Statement on Form SB-2 (Commission File
No. 333-123473) and incorporated by reference herein.3.2
    
    Amended and Restated Operating Agreement of Siouxland Ethanol, LLC. Filed as
Exhibit 3.2 to the Companys Registration Statement on Form SB-2 (Commission
File No. 333-123473) and incorporated by reference herein.4.1
    
    Form of Membership Certificate. Filed as Exhibit 4.1 to the Companys
Registration Statement on Form SB-2 (Commission File No. 333-123473) and
incorporated by reference herein.10.1
    
    Sixth Amendment to Credit Agreement, made and entered into effective
January 30, 2009, by and between the Company and Farm Credit Services of
America, FLCA and Farm Credit Services of America, PCA. Filed as Exhibit
10.1 to the Companys Current Report on Form 8-K filed February 2, 2009
(Commission File No. 000-52420) and incorporated by reference herein.10.2
    
    Seventh Amendment to Credit Agreement, made and entered into effective
February 19, 2009, by and between the Company and Farm Credit Services of
America, FLCA and Farm Credit Services of America, PCA. Filed as Exhibit
10.1 to the Companys Quarterly Report on Form 10-Q filed February 23, 2009
(Commission File No. 000-52420) and incorporated by reference herein.10.3
    
    Ethanol Product Off-Take Agreement, dated May 1, 2009, by and between the
Company and Gavilon, LLC*10.4
    
    Ninth Amendment to Credit Agreement, made and entered into effective May 15,
2009, by and between the Company and Farm Credit Services of America, FLCA
and Farm Credit Services of America, PCA.31.1
    
    Certification of Principal Executive Officer pursuant to 17 CFR 240.13a-14(a).31.2
    
    Certification of Principal Financial Officer pursuant to 17 CFR 240.13a-14(a).32.1
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C. § 1350.32.2
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. § 1350.
 
 *
    
    Certain confidential portions of this Exhibit were omitted by means of redacting a portion of
the text. This Exhibit has been filed separately with the Secretary of the Commission with the
redacted text pursuant to the Companys Application Requesting Confidential Treatment under Rule
24b-2 of the Securities Exchange Act of 1934. 26




---



##### Table of Contents



SIGNATURES
  SIOUXLAND ETHANOL, LLCDate: May 20, 2009
    
    /s/ Charles HoflandCharles HoflandPresident and Chief Executive Officer(Principal Executive Officer)Date: May 20, 2009
    
    /s/ Mark RolfesMark RolfesTreasurer and Chief Financial Officer(Principal Financial and Accounting Officer)
 27