LAKE AREA CORN PROCESSORS LLC (Form: 10-Q, Received: 08/13/2010 15:49:39)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended June 30, 2010.

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: 000-50254

LAKE AREA CORN PROCESSORS, LLC

(Exact name of registrant as specified in its charter)

South Dakota		46-0460790
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

46269 SD Highway 34

P.O. Box 100

Wentworth, South Dakota 57075

(Address of principal executive offices)

(605) 483-2679

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer o		Accelerated Filer o

Non-Accelerated Filer x		Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 13, 2010, there were 29,620,000 units outstanding.

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INDEX

		Page No.

PART I.	FINANCIAL INFORMATION	3

	ITEM 1. FINANCIAL STATEMENTS	3
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
	ITEM 4T. CONTROLS AND PROCEDURES	25

PART II.	OTHER INFORMATION	25

	ITEM 1. LEGAL PROCEEDINGS	25
	ITEM 1A. RISK FACTORS	25
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES	25
	ITEM 4. (REMOVED AND RESERVED)	26
	ITEM 5. OTHER INFORMATION	26
	ITEM 6. EXHIBITS	26

SIGNATURES		26

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

	June 30,			December 31,
	2010			2009*

ASSETS

CURRENT ASSETS
Cash	$	1,667,214		$	365,066
Accounts receivable	2,287,911			3,456,380
Other receivables	104,752			276,273
Inventory	7,322,744			7,580,174
Due from broker	670,590			1,494,653
Derivative financial instruments	338,188			—
Prepaid expenses	156,850			167,954

Total current assets	12,548,249			13,340,500

PROPERTY AND EQUIPMENT
Land	676,097			676,097
Land improvements	2,665,358			2,665,358
Buildings	8,088,853			8,088,853
Equipment	40,768,265			40,768,265
	52,198,573			52,198,573
Less accumulated depreciation	(21,114,079		)	(19,752,594		)

Net property and equipment	31,084,494			32,445,979

OTHER ASSETS
Goodwill	10,395,766			10,395,766
Investments	2,489,624			2,345,300
Other	286,320			97,675

Total other assets	13,171,710			12,838,741

	$	56,804,453		$	58,625,220

* Derived from audited financial statements

See Notes to Unaudited Consolidated Financial Statements

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	June 30,		December 31,
	2010		2009*

LIABILITIES AND MEMBERS’ EQUITY

CURRENT LIABILITIES
Oustanding checks in excess of bank balance	$	—	$	285,804
Accounts payable	2,509,055		6,245,418
Accrued liabilities	1,327,116		1,045,279
Derivative financial instruments	115,595		610,991
Current portion of guarantee payable	71,236		52,485
Current portion of notes payable	3,893,138		2,727,740

Total current liabilities	7,916,140		10,967,717

LONG-TERM LIABILITIES
Notes payable, net of current maturities	1,309,660		3,609,203
Guarantee payable, net of current portion	147,793		147,793
Other	187,425		166,600

Total long-term liabilities	1,644,878		3,923,596

COMMITMENTS AND CONTINGENCIES

MEMBERS’ EQUITY
Capital units, $0.50 stated value, 29,620,000 units issued and outstanding	14,810,000		14,810,000
Additional paid-in capital	96,400		96,400
Retained earnings	32,337,035		28,827,507

Total members’ equity	47,243,435		43,733,907

	$	56,804,453	$	58,625,220

* Derived from audited financial statements

See Notes to Unaudited Consolidated Financial Statements

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	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2010			June 30, 2009			June 30, 2010			June 30, 2009

REVENUES	$	20,245,683		$	22,487,000		$	43,084,445		$	43,462,005

COST OF REVENUES	18,542,586			21,456,600			38,024,667			42,393,017

GROSS PROFIT	1,703,097			1,030,400			5,059,778			1,068,988

OPERATING EXPENSES	708,003			747,143			1,468,012			1,449,604

INCOME (LOSS) FROM OPERATIONS	995,094			283,257			3,591,766			(380,616		)

OTHER INCOME (EXPENSE)
Interest and other income	11,471			11,929			16,311			16,496
Equity in net income(loss) of investment	68,018			101,662			144,324			(285,741		)
Interest and other expense	(111,742		)	(214,195		)	(242,874		)	(417,506		)
Total other income (expense)	(32,253		)	(100,604		)	(82,239		)	(686,751		)

NET INCOME (LOSS)	$	962,841		$	182,653		$	3,509,527		$	(1,067,367	)

BASIC AND DILUTED EARNINGS (LOSS) PER UNIT	$	0.03		$	0.01		$	0.12		$	(0.04	)

WEIGHTED AVERAGE UNITS OUTSTANDING FOR THE CALCULATION OF BASIC AND DILUTED EARNINGS (LOSS) PER UNIT	29,620,000			29,620,000			29,620,000			29,620,000

DISTRIBUTIONS DECLARED PER UNIT	$	—		$	—		$	—		$	—

See Notes to Unaudited Consolidated Financial Statements

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

NOTE 1 - NATURE OF OPERATIONS

Principal Business Activity

Lake Area Corn Processors, LLC and subsidiary (the Company) is a South Dakota limited liability company located in Wentworth, South Dakota. The Company was organized by investors to provide a portion of the corn supply for a 40 million-gallon (annual capacity) ethanol plant, owned by Dakota Ethanol, LLC (Dakota Ethanol). The Company sells ethanol and related products to customers located in North America.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited financial statements contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying financial statements. The results of operations for the six and three months ended June 30, 2010 and 2009 are not necessarily indicative of the results to be expected for a full year.

These financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements for the year ended December 31, 2009, contained in the annual report on Form 10-K for 2009.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Dakota Ethanol. All significant inter-company transactions and balances have been eliminated in consolidation.

Revenue Recognition

Revenue from the production of ethanol and related products is recorded when title transfers to customers, net of allowances for estimated returns. Generally, ethanol and related products are shipped FOB shipping point, based on written contract terms between Dakota Ethanol and its customers. Collectability of revenue is reasonably assured based on historical evidence of collectability between Dakota Ethanol and its customers. Interest income is recognized as earned.

Shipping costs incurred by the Company in the sale of ethanol, dried distillers grains and corn oil are not specifically identifiable and as a result, revenue from the sale of these products is recorded based on the net selling price reported to the Company from the marketer.

Cost of Revenues

The primary components of cost of revenues from the production of ethanol and related co-product are corn expense, energy expense (natural gas and electricity), raw materials expense (chemicals and denaturant), and direct labor costs.

Shipping costs incurred in the sale of dried distiller’s grains are classified in net revenues. Shipping costs on modified and wet distiller’s grains are included in cost of revenues. Shipping costs were approximately $319,000 and $146,000 for the six and three months ended June 30, 2010, respectively. Shipping costs were approximately $482,000 and $221,000 for the six and three months ended June 30, 2009, respectively.

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

Inventory Valuation

Ethanol and related products are stated at net realizable value. Raw materials, work-in-process, and parts inventory are valued using methods which approximate the lower of cost (first-in, first-out) or market. In the valuation of inventories and purchase and sale commitments, market is based on current replacement values except that it does not exceed net realizable values and is not less than net realizable values reduced by allowances for approximate normal profit margin.

Investment in commodities contracts, derivative instruments and hedging activities

On January 1, 2009, the Company adopted new disclosure requirements, which require entities to provide greater transparency in interim and annual financial statements about how and why the entity uses derivative instruments, how the instruments and related hedged items are accounted for, and how the instruments and related hedged items affect the financial position, results of operations, and cash flows of the entity

We are exposed to certain risks related to our ongoing business operations. The primary risks that we manage by using forward or derivative instruments are price risk on anticipated purchases of corn, natural gas and the sale of ethanol.

We are subject to market risk with respect to the price and availability of corn, the principal raw material we use to produce ethanol and ethanol by-products. In general, rising corn prices result in lower profit margins and, therefore, represent unfavorable market conditions. This is especially true when market conditions do not allow us to pass along increased corn costs to our customers. The availability and price of corn is subject to wide fluctuations due to unpredictable factors such as weather conditions, farmer planting decisions, governmental policies with respect to agriculture and international trade and global demand and supply.

Certain contracts that literally meet the definition of a derivative may be exempted from derivative accounting as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the accounting and reporting requirements of derivative accounting. Effective January 1, 2008, we applied the normal purchase and sales exemption under derivative accounting for forward purchases of corn and sales of distiller’s grains. Transactions initiated prior to January 1, 2008 are not exempted from the accounting and reporting requirements. As of June 30, 2010, we are committed to purchasing 3.2 million bushels of corn on a forward contract basis with an average price of $3.48 per bushel, of which 200,000 bushels are subject to derivative accounting treatment and 3.0 million bushels are accounted for as normal purchases, and accordingly, are not marked to market and are accounted for using lower of cost or market accounting. Dakota Ethanol has a derivative financial instrument liability of approximately $116,000 related to the forward contracted purchases of corn. The corn purchase contracts represent 18% of the annual corn usage.

We sometimes enter into firm-price purchase commitments with some of our natural gas suppliers under which we agree to buy natural gas at a price set in advance of the actual delivery of that natural gas to us. Under these arrangements, we assume the risk of a price decrease in the market price of natural gas between the time this price is fixed and the time the natural gas is delivered. At June 30, 2010, we are committed to purchasing 40,000 MMBtu’s of natural gas with an average price of $4.16 per MMBtu. We account for these transactions as normal purchases, and accordingly, do not mark these transactions to market. The natural gas purchase contracts represent 3% of the annual natural gas usage

We enter into short-term forward, option and futures contracts as a means of securing corn and natural gas for the ethanol plant and managing exposure to changes in commodity and energy prices. We enter into short-term forward, option and futures contracts for sales of ethanol to manage exposure to changes in energy prices. All of our derivatives are designated as non-hedge derivatives, and accordingly are recorded at fair value with changes in fair

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

value recognized in net income. Although the contracts are considered economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.

As part of our trading activity, we use futures and option contracts offered through regulated commodity exchanges to reduce risk and we are exposed to risk of loss in the market value of inventories. To reduce that risk, we generally take positions using forward and futures contracts and options.

Derivatives not designated as hedging instruments at June 30, 2010 and December 31, 2009 were as follows:

	Balance Sheet	June 30,			December 31,
	Classification	2010			2009*

Futures and options contracts	Current Assets	$	338,188		$	—
Futures and options contracts	(Current Liabilities)	$	—		$	(551,420	)
Forward contracts	(Current Liabilities)	$	(115,595	)	$	(59,571	)

* Derived from audited financial statements

Realized and unrealized gains and losses related to derivative contracts related to corn and natural gas purchases are included as a component of cost of revenues and derivative contracts related to ethanol sales are included as a component of revenues in the accompanying financial statements.

	Statement of Operations	Three Months Ended June 30,
	Classification	2010			2009
Net realized and unrealized gains (losses) related to purchase contracts:
Futures and options contracts	Cost of Revenues	$	247,692		$	538,876
Forward contracts	Cost of Revenues	$	(255,068	)	$	(66,579	)

	Statement of Operations	Six Months Ended June 30,
	Classification	2010			2009
Net realized and unrealized gains related to sales contracts:
Futures and options contracts	Revenues	$	252,938		$	—
Net realized and unrealized gains (losses) related to purchase contracts:
Futures and options contracts	Cost of Revenues	$	2,759,608		$	480,460
Forward contracts	Cost of Revenues	$	(567,838	)	$	1,950,597

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

Environmental Liabilities

Dakota Ethanol’s operations are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdiction in which it operates. These laws require Dakota Ethanol to investigate and remediate the effects of the release or disposal of materials at its locations. Accordingly, Dakota Ethanol has adopted policies, practices and procedures in the areas of pollution control, occupational health and the production, handling, storage and use of hazardous materials to prevent material environmental or other damage, and to limit the financial liability which could result from such events. Environmental liabilities are recorded when Dakota Ethanol’s liability is probable and the costs can be reasonably estimated.

Recent Accounting Pronouncements

In January 2010, the FASB issued an update to “ Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements.” The update requires new disclosures about transfers in and out of Levels 1 and 2 and Activity in Level 3. The update also provides clarification of disclosures about the level of disaggregation and the inputs and valuation techniques used.

The Company is evaluating the effect, if any, that the adoption of this new accounting standard will have on its results of operations, financial position, and the related disclosures.

NOTE 3 - INVENTORY

Inventory consisted of the following as of June 30, 2010 and December 31, 2009:

	June 30,		December 31,
	2010		2009*

Raw materials	$	4,883,162	$	5,049,737
Finished goods	957,589		855,745
Work in process	514,083		679,817
Parts inventory	967,910		994,875
	$	7,322,744	$	7,580,174

* Derived from audited financial statements

Included in inventory is a lower of cost or market adjustment of approximately $90,000 and $212,000 at June 30, 2010 and December 31, 2009 respectively.

NOTE 4 - SHORT-TERM NOTE PAYABLE

On May 13, 2010, Dakota Ethanol renewed a revolving promissory note from First National Bank of Omaha in the amount of $5,000,000. The note expires on May 12, 2011 and the amount available is subject to certain restrictive covenants establishing minimum reporting requirements, ratios, working capital, net worth and borrowing base

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

requirements. Interest on the outstanding principal balances will accrue at 350 basis points above the 1 month LIBOR rate (4.50 percent at June 30, 2010). The rate is subject to a floor of 4.5 percent. There is a commitment fee of 1/2 percent on the unused portion of the $5,000,000 availability. In addition, the bank draws the checking account balance to a minimum balance on a daily basis. The excess cash pays down or the shortfall is drawn upon the note as needed. The note is collateralized by the ethanol plant, its accounts receivable and inventories. On June 30, 2010 Dakota Ethanol had $0 outstanding and $5,000,000 available to be drawn on the revolving promissory note. On December 31, 2009, Dakota Ethanol had $0 outstanding and $4,000,000 available to be drawn on the revolving promissory note.

NOTE 5 - LONG-TERM NOTES PAYABLE

Dakota Ethanol has two notes payable to First National Bank of Omaha, Nebraska (the Bank) (Term Notes 2 and 5).

As part of the note payable agreements, Dakota Ethanol is subject to certain restrictive covenants establishing minimum reporting requirements, ratios, working capital and net worth requirements. The notes are collateralized by the ethanol plant and equipment, its accounts receivable and inventories. Term note 2 is subject to prepayment penalties based on the cost incurred by the Bank to break its fixed interest rate commitment.

The balance of Term Note 2 is due and payable in quarterly installments of $581,690 through September 1, 2011. Interest on outstanding principal balances will accrue at a fixed rate of 9 percent.

On May 13, 2010, Dakota Ethanol restructured Term Note 5. Term Note 5 is a reducing revolving note with an availability of $5,000,000. Interest on outstanding principal balances will accrue at 400 basis points above the 1 month LIBOR rate (5.0 percent at June 30, 2010). The rate is subject to a floor of 5.0 percent. Dakota Ethanol may elect to borrow any principal amount repaid on Term Note 5 up to $5,000,000 subject to the terms of the agreement. Should Dakota Ethanol elect not to utilize this feature, the lender will assess an unused commitment fee of 1/2 percent on the unused portion of the note. Term Note 5 has a reducing feature through which the available amount of the note is reduced by $1,000,000 on the anniversary of the note. The note matures on May 1, 2013. On June 30, 2010, Dakota Ethanol had $0 outstanding and $5,000,000 available to be drawn on Term Note 5. On December 31, 2009, Dakota Ethanol had $0 outstanding and $5,000,000 available to be drawn on Term Note 5.

During December 2008, Dakota Ethanol issued a note payable related to the purchase of land adjacent to the plant site. The note was issued for $450,000. The note matures on December 1, 2012. The note is payable in annual installments of $112,500 plus interest. Interest on outstanding principal balances will accrue at a fixed rate of 7.0 percent.

Dakota Ethanol conducted a private placement offering of subordinated unsecured debt securities which closed on May 30, 2009. The securities mature two years from the date of issuance. Interest on the outstanding balances will accrue at a fixed rate of 9 percent. Interest will be paid annually on January 30 th of each year beginning on January 30, 2010. We raised $1,439,000 in subordinated debt through this offering.

On July 24, 2009 Dakota Ethanol issued an additional $700,000 in subordinated secured debt to Guardian Eagle Investments, LLC. The note has a fixed interest rate of 9.0%. The note requires monthly installments of principal and interest and matures in April 2012.

On May 22, 2009, Dakota Ethanol entered into two loan agreements for alternative financing for our corn oil extraction equipment as we had agreed with FNBO; one loan with Rural Electric Economic Development, Inc (REED) and the other loan with First District Development Company (FDDC).

The note to REED for $1 million has a fixed interest rate of 4.7%. The note requires monthly installments of principal and interest and matures on May 25, 2014. The note is secured by the oil extraction equipment.

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

The note to FDDC for $200,000 has a fixed interest rate of 5.5%. The note requires monthly installments of principal and interest and matures on May 22, 2014. The note is secured by the oil extraction equipment.

We are in compliance with our financial covenants as of June 30, 2010.

The balances of the notes payable are as follows:

	June 30,			December 31,
	2010			2009*

Note payable to First National Bank, Omaha Term Note 2	$	1,819,840		$	2,864,121
Note payable - Land	337,500			337,500
Note payable - Subordinated notes	1,439,000			1,439,000
Note payable - REED	803,328			895,586
Note payable - FDDC	161,198			179,394
Note payable -Guardian Eagle	496,992			621,342
Note payable -Other	144,940			—
	5,202,798			6,336,943

Less current portion	(3,893,138		)	(2,727,740		)

	$	1,309,660		$	3,609,203

* Derived from audited financial statements

Minimum principal payments for the next five years are estimated as follows:

Years Ending June 30,	Amount
2011	$	3,893,138
2012	611,836
2013	394,227
2014	273,811
2015	29,786

NOTE 6 - FAIR VALUE MEASUREMENTS

Effective January 1, 2009, the Company completely adopted the fair value measurements and disclosures standard which defines fair value, establishes a framework for measuring fair value, and expands disclosure for those assets and liabilities carried on the balance sheet on a fair value basis.

The Company’s balance sheet contains derivative financial instruments that are recorded at fair value on a recurring basis. Fair value measurements and disclosures require that assets and liabilities carried at fair value be classified and disclosed according to the process for determining fair value. There are three levels of determining fair value.

Level 1 uses quoted market prices in active markets for identical assets or liabilities.

Level 2 uses observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3 uses unobservable inputs that are not corroborated by market data.

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value effective January 1, 2008.

Derivative financial instruments . Commodity futures and options contracts are reported at fair value utilizing Level 1 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes and live trading levels from the CBOT and NYMEX markets. Over-the-counter commodity options contracts are reported at fair value utilizing Level 2 inputs. For these contracts, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes and live trading levels from the over-the-counter markets. Forward purchase contracts are reported at fair value utilizing Level 2 inputs. For these contracts, the Company obtains fair value measurements from local grain terminal bid values. The fair value measurements consider observable data that may include live trading bids from local elevators and processing plants which are based off the CBOT markets.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2010 and December 31, 2009, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

June 30, 2010	Total		Level 1		Level 2		Level 3

Assets:
Derivative financial instruments	$	338,188	$	338,188	$	—	$	—

Liabilities:
Derivative financial instruments	$	115,595	$	—	$	115,595	$	—

December 31, 2009*

Liabilities:
Derivative financial instruments	$	610,991	$	551,420	$	59,571	$	—

* Derived from audited financial statements

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets and financial liabilities measured at fair value on a non-recurring basis were not significant at June 30, 2010.

Disclosure requirements for fair value of financial instruments require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non recurring basis are discussed above. The methodologies for other financial assets and financial liabilities are discussed below.

The Company believes the carrying amount of cash, cash equivalents, accounts receivable, due from broker, derivative instruments, and accounts payable approximates fair value due to the short maturity of these instruments.

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LAKE AREA CORN PROCESSORS, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2010 AND 2009

The carrying amount of long-term obligations at June 30, 2010 of $5,421,827 had an estimated fair value of approximately $5,433,557 based on estimated interest rates for comparable debt. The carrying amount and fair value were $6,537,221 and $6,602,314 respectively at December 31, 2009.

NOTE 7 - RELATED PARTY TRANSACTIONS

Dakota Ethanol owns a 8% interest in RPMG, in which Dakota Ethanol has entered into marketing agreements for the exclusive rights to market, sell and distribute the entire ethanol and dried distiller’s grains inventories produced by Dakota Ethanol. The marketing fees are included in net revenues.

Sales and marketing fees related to the agreements are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009

Sales ethanol	$	16,781,922	$	18,381,116	$	35,689,308	$	35,053,846
Sales distiller’s grains	1,831,953		1,474,266		3,602,775		2,636,099

Marketing fees ethanol	52,621		53,525		106,992		105,795
Marketing fees distillers grains	21,663		26,218		43,754		43,496

	June 30,		December 31,
	2010		2009

Amounts due included in accounts receivable	$	1,953,181	$	2,973,282

NOTE 8 - SUBSEQUENT EVENTS

In July 2010, Dakota Ethanol paid off the outstanding principal on Term Note 2 to FNBO.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We prepared the following discussion and analysis to help you better understand our financial condition, changes in our financial condition, and results of operations for the three and six month periods ended June 30, 2010, compared to the same period of the prior fiscal year. This discussion should be read in conjunction with the consolidated financial statements and the Management’s Discussion and Analysis section for the fiscal year ended December 31, 2009, included in the Company’s Annual Report on Form 10-K.

Disclosure Regarding Forward-Looking Statements

This report contains historical information, as well as forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance, or our expected future operations and actions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “future,” “intend,” “could,” “hope,” “predict,” “target,” “potential,” “continue” or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions based on current information and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the reasons described in this report. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include:

· Availability and costs of raw materials, particularly corn and natural gas;

· Changes in the price and market for ethanol, distillers grains and corn oil;

· Decreases in the price of gasoline or decreased gasoline demand;

· Changes in the availability and cost of credit;

· Changes and advances in ethanol production technology;

· The effectiveness of our hedging strategy to offset increases in the price of our raw materials and decreases in the prices of our products;

· Overcapacity within the ethanol industry causing supply to exceed demand;

· Our ability to market and our reliance on third parties to market our products;

· The decrease or elimination of governmental incentives which support the ethanol industry;

· Changes in the weather or general economic conditions impacting the availability and price of corn;

· Our ability to generate free cash flow to invest in our business and service our debt;

· Changes in plant production capacity or technical difficulties in operating the plant;

· Changes in our business strategy, capital improvements or development plans;

· Our ability to retain key employees and maintain labor relations;

· Competition from alternative fuels and alternative fuel additives; and

· Other factors described elsewhere in this report.

The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this

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report. You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

Overview

Lake Area Corn Processors, LLC is a South Dakota limited liability company that owns and manages its wholly-owned subsidiary, Dakota Ethanol, L.L.C. Dakota Ethanol, L.L.C. owns and operates an ethanol plant located near Wentworth, South Dakota that has a nameplate production capacity of 40 million gallons of ethanol per year. Lake Area Corn Processors, LLC is referred to in this report as “LACP,” the “company,” “we,” or “us.” Dakota Ethanol, L.L.C. is referred to in this report as “Dakota Ethanol” “we” “us” or the “ethanol plant.”

Our revenue is derived from the sale and distribution of our ethanol, distillers grains and corn oil. The ethanol plant currently operates in excess of its nameplate capacity, producing approximately 47 million gallons of ethanol per year. Corn is supplied to us primarily from our members who are local agricultural producers and from purchases of corn on the open market. We have engaged RPMG, Inc. to market all of the ethanol and corn oil that we produce at the plant. Further, RPMG, Inc. markets all of the distillers grains that we produce that we do not market internally to local customers.

There have been a number of recent developments in legislation that impacts the ethanol industry. One such development concerns the federal Renewable Fuels Standard (RFS). The ethanol industry is benefited by the RFS which requires that a certain amount of renewable fuels must be used in the United States each year. In February 2010, the EPA issued new regulations governing the RFS. These new regulations have been called RFS2. The most controversial part of RFS2 involves what is commonly referred to as the lifecycle analysis of greenhouse gas emissions. Specifically, the EPA adopted rules to determine which renewable fuels provided sufficient reductions in greenhouse gases, compared to conventional gasoline, to qualify under the RFS program. RFS2 establishes a tiered approach, where regular renewable fuels are required to accomplish a 20% greenhouse gas reduction compared to gasoline, advanced biofuels and biomass-based biodiesel must accomplish a 50% reduction in greenhouse gases, and cellulosic biofuels must accomplish a 60% reduction in greenhouse gases. Any fuels that fail to meet this standard cannot be used by fuel blenders to satisfy their obligations under the RFS program. The scientific method of calculating these greenhouse gas reductions has been a contentious issue. Many in the ethanol industry were concerned that corn based ethanol would not meet the 20% greenhouse gas reduction requirement based on certain parts of the environmental impact model that many in the ethanol industry believed was scientifically suspect. However, RFS2 as adopted by the EPA provides that corn-based ethanol from modern ethanol production processes does meet the definition of a renewable fuel under the RFS program. Our ethanol plant was grandfathered into the RFS due to the fact that it was constructed prior to the effective date of the lifecycle greenhouse gas requirement and is not required to prove compliance with the lifecycle greenhouse gas reductions. Further, certain provisions of RFS2 as adopted by the EPA may disproportionately benefit ethanol produced from sugarcane. This could make sugarcane based ethanol, which is primarily produced in Brazil, more competitive in the United States ethanol market. If this were to occur, it could reduce demand for the corn based ethanol that we produce.

In addition to RFS2 which included greenhouse gas reduction requirements, in 2009, California passed a Low Carbon Fuels Standard (LCFS). The California LCFS requires that renewable fuels used in California must accomplish certain reductions in greenhouse gases, measured using a lifecycle analysis similar to RFS2. Management believes that this lifecycle analysis is based on unsound scientific principles that unfairly disadvantages corn based ethanol. Management believes that these new regulations may preclude corn based ethanol from being used in California. California represents a significant ethanol demand market. If we are unable to supply ethanol to California, it could significantly reduce demand for the ethanol we produce. Several lawsuits have been filed challenging the California LCFS.

Ethanol production in the United States is benefited by various tax incentives. The most significant of these tax incentives is the federal Volumetric Ethanol Excise Tax Credit (VEETC). VEETC provides a volumetric ethanol excise tax credit of 4.5 cents per gallon of ethanol blended with gasoline at a rate of 10%. VEETC is scheduled to expire on December 31, 2010. If this tax credit is not renewed, it likely would have a negative impact on the price of ethanol and demand for ethanol in the marketplace.

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In addition to the tax incentives, United States ethanol production is also benefited by a 54 cent per gallon tariff imposed on ethanol imported into the United States. However, the 54 cent per gallon tariff is set to expire at the end of the 2010 calendar year. Elimination of the tariff that protects the United States ethanol industry could lead to the importation of ethanol produced in other countries, especially in areas of the United States that are easily accessible by international shipping ports. Ethanol imported from other countries may be a less expensive alternative to domestically produced ethanol and may affect our ability to sell our ethanol profitably.

Demand for ethanol has been negatively affected by what is commonly referred to as the “blending wall.” The blending wall is an artificial cap on ethanol demand at approximately 13.5 billion gallons. Currently, ethanol is blended with conventional gasoline for use in standard vehicles to create a blend which is 10% ethanol and 90% gasoline. Estimates indicate that approximately 135 billion gallons of gasoline are sold in the United States each year. Assuming that all gasoline in the United States is blended at a rate of 10% ethanol and 90% gasoline, the maximum demand for ethanol is 13.5 billion gallons per year. Management believes that current ethanol supply is exceeding ethanol demand due to the effect of increased ethanol production and relatively stable ethanol demand due to the blending wall. As the ethanol industry continues to approach the blending wall, the imbalance between ethanol supply and demand may increase.

In order to expand demand for ethanol, the ethanol industry has been pushing for an increase in the percentage of ethanol that can be blended with gasoline for use in standard (non-flex fuel) vehicles. However, the automobile industry and some environmental groups have been lobbying against the use of higher ethanol blends in standard vehicles. Currently, the EPA is considering allowing a blend of 15% ethanol and 85% gasoline (called E15) for use in standard vehicles. However, the EPA has delayed making a decision on E15 until late in 2010. The EPA has delayed a decision on E15 several times in the past and the EPA may continue to delay releasing a decision on the use of E15 in standard vehicles. Further, many in the ethanol industry believe that due to restrictions the EPA is expected to impose on the use of E15 in standard vehicles, such as only approving E15 for newer vehicles, the anticipated effect E15 may have on ethanol demand might be minimal. Management believes that many gasoline retailers will refuse to provide E15 even if it is approved due to the fact that not all standard vehicles will be allowed to use E15 and the labeling requirements the EPA may impose likely will unfairly discourage consumers from using E15. The ethanol industry is also pushing for the use of an intermediate blend of 12% ethanol and 88% gasoline called E12. Management believes that E12 may be more beneficial to the ethanol industry than E15 because many believe that E12 could be approved for use in all standard vehicles, regardless of when they were manufactured. Management believes this will make it easier for retailers to supply E12 compared to E15 which could result in increased ethanol demand.

Results of Operations for the Three Months Ended June 30, 2010 and 2009

The following table shows the results of our operations and the percentage of revenues, cost of revenues, operating expenses and other items in relation to total revenues in our consolidated statements of operations for the three months ended June 30, 2010 and 2009:

	June 30, 2010 (unaudited)				June 30, 2009 (unaudited)
Income Statement Data	Amount			%	Amount			%
Revenues	$	20,245,683		100.0	$	22,487,000		100.0

Cost of Revenues	$	18,542,586		91.6	$	21,456,600		95.4

Gross Profit	$	1,703,097		8.4	$	1,030,400		4.6

Operating Expenses	$	708,003		3.5	$	747,143		3.3

Income from Operations	$	995,094		4.9	$	283,257		1.3

Other Expense	$	(32,253	)	0.2	$	(100,604	)	0.4

Net Income	$	962,841		4.8	$	182,653		0.8

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Revenues

Our ethanol revenue decreased by approximately 9% for the second quarter of 2010 compared to the same period of 2009, which in real terms equaled a decrease of approximately $1.6 million. Our total distillers grains revenue decreased by approximately 22% for the second quarter of 2010 compared to the same period of 2009. In real terms, this equaled a decrease of approximately $835,000 in total distillers grains revenue. Our other sales increased by approximately $193,000 for the second quarter of 2010 compared to the same period of 2009, primarily related to our corn oil sales.

Ethanol

Our ethanol revenue decreased during the second quarter of 2010 compared to the second quarter of 2009 due to decreased market ethanol prices. We also had a decrease of less than 2% in the total gallons of ethanol we sold during the second quarter of 2010 compared to the same period of 2009. The average price we received per gallon of ethanol during the second quarter of 2010 was approximately $0.11 lower compared to the same period of 2009. We attribute this decrease in the average price we received per gallon of ethanol with decreased corn prices, which affects the market price of ethanol. In addition, management believes that supply and demand factors associated with the blending wall had a negative impact on ethanol prices during the 2010 period.

Management anticipates that ethanol prices for the remaining quarters of 2010 will remain stable. Management believes the ethanol industry must continue to grow demand for ethanol in order to offset anticipated increases in ethanol supply. The ethanol plant is currently operating at capacity. Management anticipates that ethanol production will continue at operating capacity for the remaining quarters of 2010.

Distillers Grains

For the second quarter of 2010, total distillers grains revenue decreased by approximately 22% compared to the same period of 2009. This decrease was primarily the result of decreased market distillers grains prices that were somewhat offset by a slight increase in distillers grains sales. The average price we received per ton of dried distillers grains during the second quarter of 2010 was approximately 24% lower than during the second quarter of 2009. This decrease in real terms was approximately $28 per ton of dried distillers grains. Similarly, the average price we received for our modified/wet distillers grains was approximately 29% lower during the second quarter of 2010 compared to the second quarter of 2009. In real terms, this decrease equaled approximately $32 per dry equivalent ton of modified/wet distillers grains. Management attributes these decreases in the average prices we received for our distillers grains with increased distillers grains supply in the market and lower cost alternative feeds that pushed down the price of distillers grains, including corn and soybeans. Since distillers grains are typically used as an animal feed substitute for corn and soybean meal, demand for, and the price of, distillers grains are affected by corn and soybean prices.

During the second quarter of 2010, we sold approximately 43% more tons of dried distillers grains than we sold in the second quarter of 2009. This was an increase of approximately 5,000 tons of dried distillers grains. This increase in dried distillers grains sales was related to market conditions that made it more favorable to sell our distillers grains in the dried form. As a result, during the second quarter of 2010, we sold approximately 3,000 fewer tons (on a dry-equivalent basis) of modified/wet distillers grains compared to the second quarter of 2009. This was a decrease of approximately 15%. Based on total tons of distillers grains sold, we continue to sell more distillers grains in the modified/wet form compared to the dried form. We make the decision regarding the amount of distillers grains we produce in the dried form versus the modified/wet form based on market conditions and the relative costs associated with producing each form of distillers grains. We experience increased natural gas consumption when we produce more dried distillers grains.

Corn Oil

During the second quarter of 2010, we sold approximately 1,545,000 pounds of corn oil compared to approximately 777,000 pounds of corn oil during the second quarter of 2009. This increase in the number of pounds of corn oil that we sold was the result of more run time and improved efficiencies during 2010. The average price we received for our corn oil during the second quarter of 2010 was approximately 30% higher than the price we

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received for the second quarter of 2009. This was an increase of approximately $0.06 per pound. Management attributes this increase in corn oil prices with higher prices in the energy markets. Management anticipates that corn oil prices will remain relatively stable. We are continuing to refine our operation of the corn oil extraction equipment and anticipate that this may lead to increased production in the future.

Cost of Revenues

Our cost of revenues decreased in the second quarter of 2010 compared to the second quarter of 2009, primarily as a result of decreased corn costs. We also had a slight decrease in our natural gas costs.

Corn

Our total cost of corn was approximately 17% lower for the second quarter of 2010 compared to the same period of 2009. Our average price per bushel of corn during the second quarter of 2010 was approximately $0.84 per bushel less than for the second quarter of 2009. This was a decrease of approximately 21%. Management attributes this decrease in corn prices with favorable weather conditions which management believes will lead to increased corn production during 2010. We anticipate that our corn costs will remain relatively stable. However, poor weather conditions could significantly impact corn prices. We consumed approximately 60,000 more bushels of corn during the second quarter of 2010 compared to the second quarter of 2009.

Natural Gas

Our total cost of revenue associated with natural gas was approximately 6% lower for the second quarter of 2010 compared to the second quarter of 2009. Our average natural gas price for the second quarter of 2010 was approximately $4.54 per MMBtu compared to approximately $5.04 per MMBtu for the second quarter of 2009, a decrease of approximately 10%. Management attributes this decrease in natural gas prices with lower market energy prices and sufficient natural gas supplies. Management anticipates that natural gas prices should remain stable. However, prices may increase should the world economies continue to rebound which could result in increased natural gas demand.

Our natural gas consumption increased approximately 5% during the second quarter of 2010 compared to the second quarter of 2009. In real terms, this was an increase of approximately 16,000 MMBtu of natural gas for the second quarter of 2010 compared to the second quarter of 2009. This increase in natural gas consumption was the result of increased dried distillers grains production by the ethanol plant during the second quarter of 2010 compared to the second quarter of 2009. Production of dried distillers grains requires more natural gas than production of modified/wet distillers grains. We anticipate that in the future, our natural gas consumption will be comparable to current natural gas usage. However, should we continue to produce more dried distillers grains as opposed to modified/wet distillers grains, we expect our natural gas consumption will increase as natural gas is used to fire our distillers grains dryers.

Operating Expenses

Our operating expenses were lower for the second quarter of 2010 compared to the second quarter of 2009 as a result of reduced environmental compliance costs and professional fees.

Other Expense

Our total other expense was significantly lower during the second quarter of 2010 compared to the second quarter of 2009. We paid less interest during the second quarter of 2010 compared to the second quarter of 2009 as a result of our ongoing retirement of our long-term debt.

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Results of Operations for the Six Months Ended June 30, 2010 and 2009

	June 30, 2010 (unaudited)				June 30, 2009 (unaudited)
Income Statement Data	Amount			%	Amount			%
Revenues	$	43,084,445		100.0	$	43,462,005		100.0

Cost of Revenues	$	38,024,667		88.3	$	42,393,017		97.5

Gross Profit	$	5,059,778		11.7	$	1,068,988		2.5

Operating Expenses	$	1,468,012		3.4	$	1,449,604		3.3

Income (Loss) from Operations	$	3,591,766		8.3	$	(380,616	)	0.9

Other Expense	$	(82,239	)	0.2	$	(686,751	)	1.6

Net Income (Loss)	$	3,509,527		8.1	$	(1,067,367	)	2.5

Revenues

Our ethanol revenue increased by approximately 3% for the six month period ended June 30, 2010 compared to the same period of 2009, which in real terms equaled an increase of approximately $888,000. Our total distillers grains revenue decreased by approximately 24% for the six month period ended June 30, 2010 compared to the same period of 2009. In real terms, this equaled a decrease of approximately $1,859,000 in total distillers grains revenue. Our other sales increased by approximately $565,000 for the six month period ended June 30, 2010 compared to the same period of 2009, primarily related to our corn oil sales.

Ethanol

Our ethanol revenue increased slightly during the six month period ended June 30, 2010 compared to the same period of 2009 due to increases in the number of gallons of ethanol we sold and the average price we received for our ethanol. We sold approximately 269,000 more gallons of ethanol during the six month period ended June 30, 2010 compared to the same period of 2009. In addition, the average price we received per gallon of ethanol increased by approximately $0.02 per gallon (approximately 1%) during the six month period ended June 30, 2010 compared to the same period of 2009.

Distillers Grains

Our total distillers grains revenue decreased for the six month period ended June 30, 2010 compared to the same period of 2009. We sold approximately 11,000 more tons of dried distillers grains during the six month period ended June 30, 2010 compared to the same period of 2009. Management attributes this increase with market forces that made the sale of dried distillers grains more favorable than modified/wet distillers grains. In addition, the average price we received per ton of dried distillers grains decreased by approximately $35 per ton, a decrease of approximately 28%, for the six months ended June 30, 2010 compared to the same period of 2009. We sold approximately 8,000 fewer dry equivalent tons of modified/wet distillers grains during the six month period ended June 30, 2010 compared to the same period of 2009, a decrease of approximately 17%. The average price we received for modified/wet distillers grains decreased by approximately $31 per dry equivalent ton for the six month period ended June 30, 2010 compared to the same period of 2009, a decrease of approximately 28%.

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Corn Oil

We had corn oil sales during the entire six month period ended June 30, 2010. We only had corn oil sales for a portion of the six month period ended June 30, 2009. As a result, we increased the number of pounds of corn oil that we sold during the six month period ended June 30, 2010 compared to the same period of 2009 by almost 200%, an increase of approximately 2,209,000 pounds of corn oil. We attribute this increase to a combination of having our corn oil extraction equipment operational during the entire 2010 period and our increased efficiency operating the corn oil extraction equipment during the 2010 period compared to the 2009 period. In addition, the average price we received per pound of corn oil increased by approximately $0.07 per pound for the six month period ended June 30, 2010 compared to the same period of 2009.

Cost of Revenues

Our cost of revenues decreased for the six month period ended June 30, 2010 compared to the same period of 2009, primarily as a result of a decrease in the per unit average prices we paid for corn and natural gas. These per unit cost decreases were partially offset by increases in our corn and natural gas consumption due to increased production at the ethanol plant.

Corn

We consumed approximately 246,000 more bushels of corn during the six month period ended June 30, 2010 compared to the same period of 2009, which was an increase of approximately 3%. In addition, the average price we paid per bushel of corn decreased by approximately $0.65 per bushel for the six month period ended June 30, 2010 compared to the same period of 2009, a decrease of approximately 17%.

Natural Gas

Our natural gas consumption increased by approximately 36,000 MMBtu during the six month period ended June 30, 2010 compared to the same period of 2009, an increase of approximately 5%. In addition, the average price we paid per MMBtu of natural gas decreased by approximately $1.06 for the six month period ended June 30, 2010 compared to the same period of 2009, a decrease of approximately 16%.

Operating Expenses

We did not experience any significant change in our operating expenses for the six month period ended June 30, 2010 compared to the same period of 2009.

Other Expense

Our other expense was smaller for the six month period ended June 30, 2010 compared to the same period of 2009. We wrote down the value of our investment in RPMG by approximately $387,000 during the 2009 period which significantly reduced our equity in the net income of our investments during the 2009 period. In addition, we had more interest expense during the 2009 period due to our increased borrowing, both through our term debt and pursuant to our subordinated debt.

Changes in Financial Condition for the Six Months Ended June 30, 2010

We had more cash on hand at June 30, 2010 compared to December 31, 2009 as a result of profits we earned from our operations during the six month period ended June 30, 2010. Our accounts receivable was lower at June 30, 2010 compared to December 31, 2009 as a result of decreased ethanol values. In addition, the amount that we had due from our commodities broker was lower at June 30, 2010 compared to December 31, 2009 as a result of less margin cash being required to fund our hedge positions. Our derivative instruments represented an asset on our balance sheet at June 30, 2010 compared to a liability at December 31, 2009. At the end of each period we compare the value of our derivative instruments to the market price of the underlying commodities to determine whether our derivative instruments represent an asset or a liability.

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The net value of our property and equipment was lower at June 30, 2010 compared to December 31, 2009 as a result of depreciation. We did not make any capital expenditures during the first six months of our 2010 fiscal year. In addition, our other assets increased as the equity in investments increased during the first six months of our 2010 fiscal year.

Our current liabilities were lower at June 30, 2010 compared to December 31, 2009. We had no checks outstanding in excess of our bank balances at June 30, 2010. Our accounts payable at June 30, 2010 significantly decreased compared to December 31, 2009. Management attributes this decrease with our corn suppliers seeking to defer corn payments at the end of 2009 until early 2010 for tax purposes. We had an increase in our accrued liabilities at June 30, 2010 compared to December 31, 2009 related to an increased impairment liability related to forward purchases of corn. The value of our derivative financial instruments liability was lower at June 30, 2010 compared to December 31, 2009 as a result of reductions to losses on futures contracts. The current portion of our notes payable at June 30, 2010 significantly increased compared to December 31, 2009 because many of the subordinated promissory notes that we issued at the beginning of 2009 will become due starting in January 2011.

Our long-term liabilities were lower at June 30, 2010 compared to December 31, 2009 as a result of the fact that our subordinated promissory notes became a current liability during the first quarter of 2010. In addition, our long-term notes payable decreased as a result of our ongoing debt service payments.

Liquidity and Capital Resources

Our main sources of liquidity are cash from our continuing operations and amounts we have available to draw on our revolving lines of credit. Management does not anticipate that we will need to raise additional debt or equity financing in the next 12 months and management believes that our current sources of liquidity will be sufficient to continue our operations during that time period. We do not anticipate making any significant capital expenditures in the next 12 months other than ordinary repair and replacement of equipment in our ethanol plant.

Currently, we have two revolving loans which allow us to borrow funds for working capital. These two revolving loans are described in greater detail below in the section entitled “ Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness. ” As of June 30, 2010, we had $0 outstanding and $10 million available to be drawn on these revolving loans. Management anticipates that this is sufficient to maintain our liquidity and continue our operations for the next 12 months.

The following table shows cash flows for the six months ended June 30, 2010 and 2009:

	Six months Ended June 30,
	2010			2009
Net cash provided by (used in) operating activities	$	2,914,142		$	(6,585,142	)
Net cash (used in) investing activities	$	(63,693	)	$	(1,033,330	)
Net cash provided by (used in) financing activities	$	(1,548,301	)	$	7,452,543

Cash Flow From Operations

Our operating activities provided us cash during the six month period ended June 30, 2010. We had significant net income for the six month period ended June 30, 2010 compared to a net loss during the comparable period of 2009. We had a smaller decrease in accrued liabilities during the 2010 period compared to the 2009 period which negatively impacted our cash flow in 2009.

Cash Flow From Investing Activities

We did not use any cash for investing activities during the six month period ended June 30, 2010. We used cash for investing activities during the six month period ended June 30, 2009 related to our purchase and installation of corn oil extraction equipment.

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Cash Flow From Financing Activities

We used cash for our financing activities during the six month period ended June 30, 2010, primarily due to payments we made on our long-term loans. During the six month period ended June 30, 2009, our financing activities provided cash as a result of amounts that we received from our revolving loans as well as the proceeds of the issuance of our unsecured promissory notes.

Indebtedness

First National Bank of Omaha (FNBO) is our primary lender. We have three loans outstanding with FNBO, a short-term revolving loan, a long-term revolving loan, and a term loan which was used to finance the construction of our ethanol plant. Following the end of our second quarter of 2010, we repaid the entire balance of our term loan with FNBO. In addition, we have subordinated unsecured debt financing with various individuals. We also secured two loans to offset the cost of our corn oil extraction equipment which total $1,200,000. We have a long-term loan related to a piece of property that we purchased adjacent to our ethanol plant. The specifics of each credit facility are discussed below.

Short-Term Debt Sources

We have a short-term revolving promissory note with FNBO. We can borrow up to $5,000,000 pursuant to this revolving promissory note. The maturity date of the revolving promissory note is May 12, 2011. We agreed to pay a variable interest rate on the revolving promissory note at an annual rate 350 basis points above the 1 month London Interbank Offered Rate (LIBOR). The interest rate for this loan at June 30, 2010 was 4.5%. The revolving promissory note is subject to a minimum interest rate of 4.5% per year. We are required to pay a fee of 1/2 percent on the unused portion of the revolving promissory note. The revolving promissory note is collateralized by the ethanol plant, its accounts receivable and inventories. As of June 30, 2010, we had $0 outstanding on our revolving promissory note and $5,000,000 available to be drawn.

Long-Term Debt Sources

We have one long-term note that was used for the permanent financing of the ethanol plant. We are subject to certain restrictive covenants establishing minimum reporting requirements, ratios, working capital and net worth requirements pursuant to the loan agreement. The term note is secured by the ethanol plant. The term note is subject to prepayment penalties based on the cost incurred by FNBO to break its fixed interest rate commitment.

The balance of the term note requires quarterly payments which commenced on October 1, 2002. The balance is due September 1, 2011. Interest on the outstanding principal balance accrues at a fixed rate of 9% annually. The principal balance due pursuant to the note as of June 30, 2010 was approximately $1,820,000.

We restructured our long-term revolving loan that we refer to as Term Note 5 on May 13, 2010. Term Note 5 was restructured into a $5,000,000 loan with an interest rate that accrues at 400 basis points above the 1 month LIBOR. Term Note 5 is subject to a minimum interest rate of 5.0% per year. The credit limit on Term Note 5 reduces each year by $1,000,000 until the maturity date on May 1, 2013. Therefore, the funds available for us to draw on Term Note 5 will decrease each year. If in any year we have a principal balance outstanding on Term Note 5 in excess of the new credit limit, we must make a payment to FNBO such that the amount outstanding on Term Note 5 does not exceed the new credit limit. We are required to pay a fee of 1/2 percent on the unused portion of Term Note 5. On June 30, 2010, we had $0 outstanding and $5,000,000 available to be drawn on this loan. As of June 30, 2010, interest accrued on Term Note 5 at the minimum interest rate of 5.0% per year.

We also have a long-term debt obligation related to our purchase of an additional 135 acres of land pursuant to a land purchase contract. The total cost of this additional land was $550,000. As of June 30, 2010, we had $337,500 remaining to be paid pursuant to this land purchase contract.

We have a long-term debt obligation on a portion of a tax increment revenue bond series issued by Lake County, South Dakota of which we were the recipient of the proceeds. The portion for which we are obligated is currently estimated at $219,000. Taxes levied on our property are used for paying the debt service on the bonds.

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We are obligated to pay any shortfall in debt service on the bonds should the property taxes collected not be sufficient to pay the entire debt service. The interest rate on the bonds is 7.75% annually. The bonds require semi-annual payments of interest on December 1 and June 1, in addition to a payment of principal on December 1 of each year. While our obligation under the guarantee is expected to continue until maturity in 2018, such obligation may cease at some point in time if the property on which the plant is located appreciates in value to the extent that Lake County is able to collect a sufficient amount in taxes to cover the principal and interest payments on the taxable bonds. The principal balance outstanding was approximately $1,370,000 as of June 30, 2010.

Subordinated Debt

During our 2009 fiscal year, we completed a private placement offering of subordinated unsecured debt securities. The debt securities that we offered were not registered with the Securities and Exchange Commission and were offered pursuant to claimed exemptions from registration under state and federal securities laws. We raised a total of $1,439,000 in subordinated debt through this offering. Interest on the subordinated notes accrues at a fixed interest rate of 9% per year, which is the same rate we incur on our term loan with FNBO. These subordinated debt securities have a two-year maturity from the date they were issued, with interest being paid on January 30 th of each year and at maturity.

In addition, on July 24, 2009, we entered into a $700,000 subordinated secured loan with Guardian Eagle Investments, LLC. The note accrues interest at a fixed rate of 9% per year and requires monthly installments of principal and interest. This loan matures in April 2012. The principal balance of the Guardian Eagle loan was approximately $497,000 as of June 30, 2010.

We raised a total of $1,200,000 in subordinated loans to help offset the cost of our corn oil extraction equipment from two different parties. We secured $1,000,000 in financing for the corn oil extraction equipment from the Rural Electric Economic Development, Inc. (REED) and $200,000 from the First District Development Company (FDDC). We closed on these loans on May 22, 2009. We agreed to pay 4.70% interest on the $1,000,000 loan from REED and 5.5% interest on the $200,000 FDDC loan. Both loans are amortized over a period of five years and both loans require monthly payments. The principal balance of the REED loan was approximately $803,000 as of June 30, 2010. The principal balance of the FDDC loan was approximately $161,000 as of June 30, 2010.

Covenants

As of June 30, 2010, we were in compliance with all of our loan covenants. We had difficulty satisfying our loan covenants at the end of our 2008 fiscal year and the beginning of our 2009 fiscal year due to unfavorable operating conditions in the ethanol industry at that time. If these unfavorable operating conditions return, we may not be able to continue to meet our loan covenants or other terms and conditions of our credit agreements. However, management’s current financial projections indicate that we will be in compliance with our financial covenants for the next 12 months and we expect to remain in compliance thereafter. If we fail to comply with the terms of our credit agreements with FNBO, and FNBO refuses to waive the non-compliance, FNBO may require us to immediately repay all amounts outstanding on our loans.

Application of Critical Accounting Policies

Management uses estimates and assumptions in preparing our consolidated financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and our reported revenues and expenses. Of the significant accounting policies described in the notes to our consolidated financial statements, we believe that the following are the most critical:

Derivative Instruments

We enter into short-term cash grain, option and futures contracts as a means of securing corn and natural gas for the ethanol plant and managing exposure to changes in commodity and energy prices. We enter into short-term forward, option and futures contracts for sales of ethanol to manage exposure to changes in energy prices. All

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of our derivatives are designated as non-hedge derivatives, and accordingly are recorded at fair value with changes in fair value recognized in net income. Although the contracts are considered economic hedges of specified risks, they are not designated as and accounted for as hedging instruments.

As part of our trading activity, we use futures and option contracts offered through regulated commodity exchanges to reduce our risk. We are exposed to risk of loss in the market value of inventories. To reduce that risk, we generally take positions using cash and futures contracts and options.

Unrealized gains and losses related to derivative contracts for corn and natural gas purchases are included as a component of cost of revenues and derivative contracts related to ethanol sales are included as a component of revenues in the accompanying financial statements. The fair values of derivative contracts are presented on the accompanying balance sheet as derivative financial instruments.

Off-Balance Sheet Arrangements.

We currently have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to the impact of market fluctuations associated with commodity prices as discussed below. We have no exposure to foreign currency risk as all of our business is conducted in U.S. Dollars. We do not currently have any amounts outstanding on variable interest loans. We use derivative financial instruments as part of an overall strategy to manage market risk. We use cash, futures and option contracts to hedge changes to the commodity prices of corn and natural gas. We do not enter into these derivative financial instruments for trading or speculative purposes, nor do we designate these contracts as hedges for accounting purposes pursuant to the requirements of derivative and hedging accounting.

Commodity Price Risk

We are exposed to market risk from changes in commodity prices. Exposure to commodity price risk results from our dependence on corn and natural gas in the ethanol production process. We seek to minimize the risks from fluctuations in the prices of corn and natural gas through the use of hedging instruments. In practice, as markets move, we actively manage our risk and adjust hedging strategies as appropriate. Although we believe our hedge positions accomplish an economic hedge against our future purchases, they are not designated as such for hedge accounting purposes, which would match the gain or loss on our hedge positions to the specific commodity purchase being hedged. We are marking to market our hedge positions, which means as the current market price of our hedge positions changes, the gains and losses are immediately recognized in our cost of revenues.

We have adjusted our hedging strategy in order to avoid significant long-term fixed price contracts for our corn and natural gas. Further, our primary lender has required us to provide periodic reports regarding our hedging activities along with changes to our risk management strategy.

The immediate recognition of hedging gains and losses can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the cost and use of the commodity being hedged. We recorded an increase to our cost of revenues of approximately $7,000 related to derivative instruments for the quarter ended June 30, 2010. We recorded a decrease to our cost of revenues of approximately $472,000 related to derivative instruments for the quarter ended June 30, 2009. There are several variables that could affect the extent to which our derivative instruments are impacted by price fluctuations in the cost of corn or natural gas. However, it is likely that commodity cash prices will have the greatest impact on the derivatives instruments with delivery dates nearest the current cash price.

As of June 30, 2010, we had price protection for approximately 16% of our expected corn usage for the next 12 months using CBOT futures and options and over-the-counter option contracts. As corn prices move in reaction to market trends and information, our income statement will be affected depending on the impact such market movements have on the value of our derivative instruments. Depending on market movements, crop

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prospects and weather, these price protection positions may cause immediate adverse effects to our financial results, but are designed to produce long-term positive growth for us.

As of June 30, 2010, we did not have any commitments to purchase natural gas for our 2010 fiscal year.

A sensitivity analysis has been prepared to estimate our exposure to corn price risk. The following table presents the fair value of our derivative instruments as of June 30, 2010 and December 31, 2009 and the potential loss in fair value resulting from a hypothetical 10% adverse change in such price. The fair value of the positions is a summation of the fair values calculated by valuing each net position at quoted market prices as of the applicable date. The results of this analysis, which may differ from actual results, are as follows:

	Fair Value		Effect of Hypothetical Adverse Change— Market Risk
June 30, 2010	$	5,823,348	$	582,335
December 31, 2009	$	3,562,370	$	356,237

ITEM 4T. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

Our management, including our Chief Executive Officer (the principal executive officer), Scott Mundt, along with our Chief Financial Officer (the principal financial officer), Robbi Buchholtz, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2010. Based on this review and evaluation, these officers believe that our disclosure controls and procedures are effective in ensuring that material information related to us is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission.

For the fiscal quarter ended June 30, 2010, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

No material developments have occurred in the three month period ended June 30, 2010.

ITEM 1A. RISK FACTORS.

There have been no material changes in the risks that we face since the date when we filed our annual report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report.

Exhibit No.	Exhibit	Filed Herewith	Incorporated by Reference
10.1	First Amendment to First Amended and Restated Construction Loan Agreement between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 13, 2010.	X

10.2	Long Term Reducing Revolving Promissory Note between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 13, 2010.	X

10.3	Operating Line of Credit Promissory Note between Dakota Ethanol, L.L.C. and First National Bank of Omaha dated May 13, 2010.	X

31.1	Certificate Pursuant to 17 CFR 240.13a-14(a)	X

31.2	Certificate Pursuant to 17 CFR 240.13a-14(a)	X

32.1	Certificate Pursuant to 18 U.S.C. Section 1350	X

32.2	Certificate Pursuant to 18 U.S.C. Section 1350	X

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		LAKE AREA CORN PROCESSORS, LLC


Date:	August 13, 2010	/s/ Scott Mundt
		Scott Mundt
		Chief Executive Officer


Date:	August 13, 2010	/s/ Robbi Buchholtz
		Robbi Buchholtz
		Chief Financial Officer

Exhibit 10.1

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT

This Amendment to the First Amended and Restated Construction Loan Agreement is dated as of the 13 th day of May, 2010, and is by and between DAKOTA ETHANOL, L.L.C., a South Dakota limited liability company (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association established at Omaha, Nebraska.

WHEREAS, BANK and BORROWER executed a First Amended and Restated Construction Loan Agreement dated as of June 18, 2009 (the Amended and Restated Construction Loan Agreement, together with all amendments thereto is herein called the “AGREEMENT”);

Now, therefore, for valuable consideration, receipt and adequacy of which is acknowledged, the parties agree as follows:

1. All capitalized terms herein that are not otherwise defined shall have the meanings assigned to them in the AGREEMENT.

2. Effective immediately, Sections 1.16 and 1.17 of the AGREEMENT are amended to read as follows:

1.16 “LOAN TERMINATION DATE” means the earliest to occur of the following: (i) as to TERM NOTE 2, September 1, 2011; as to the LONG TERM REDUCING REVOLVING NOTE, May 1, 2013; as to the REVOLVING NOTE, May 12, 2011 (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date BANK receives (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) indefeasible payment in full of all OBLIGATIONS.

1.17 “FIXED CHARGE COVERAGE RATIO” means the ratio derived when comparing (i) EBITDA, less all capital expenditures, distributions, and taxes, to (ii) BORROWER’s scheduled payments on the principal and interest of all OBLIGATIONS and SUBORDINATED DEBT made during the applicable reporting period. “EBITDA” means Earnings Before Interest, Taxes, Depreciation and Amortization, all experienced during the applicable reporting period, but to exclude extraordinary items from the calculation.

3. Effective immediately, Section 1.30 of the AGREEMENT is amended to read as follows:

1.30 “BORROWING BASE” means the lesser of:

A. $5,000,000.00, less the amount of any Letters of Credit issued and

outstanding on BORROWER’s account, or

B. The aggregate of (i) 75% of BORROWER’s Inventory of corn, valued at the lower of cost or market on the date reported, plus (ii) 75% of BORROWER’s Finished Goods-Distiller’s Grains Inventory, at current value on the date reported, plus (iii) 75% of BORROWER’s Finished Goods-Ethanol Inventory, at current market on the date reported, plus (iv) 50% of BORROWER’s chemicals and enzymes, valued at cost, plus (v) 75% of the amount of BORROWER’s Ethanol or Distiller’s Grains Accounts aged thirty days or less, plus (vi) 75% of the amount of BORROWER’s current State or Federal Incentives Accounts Receivable aged less than 120 days, and (vii) 100% of the net realizable liquidation value of BORROWER’s Hedge Accounts which are assigned to BANK in form acceptable to BANK, less

(x) any Accounts reasonably deemed ineligible by BANK, and any Accounts where the obligated party has more than 10% of its accounts due to BORROWER which are not current and (y) the BORROWER’s Accounts Payable, not to exceed the value of Inventory.

4. Effective immediately, Sections 2.1 and 2.2 of the AGREEMENT are hereby amended to read as follows:

2.1 LONG TERM REDUCING REVOLVING LOAN. The BORROWER has previously delivered to BANK term promissory notes, sometimes referred to as TERM NOTE 2, TERM NOTE 4, and TERM NOTE 5 or collectively, “TERM NOTES”. TERM NOTE 5 is sometimes referred to as the “LONG TERM REDUCING REVOLVING NOTE” and evidences a “LONG TERM REDUCING REVOLVING LOAN”. The NOTE contains provisions for annual reductions in the available borrowing amounts under the said NOTE. All unpaid principal and accrued interest shall be due and payable on LOAN TERMINATION DATE, if not sooner paid.

2.2 REVOLVING LOAN. BANK agrees to lend $5,000,000.00 to BORROWER pursuant to this facility. BANK will credit proceeds of this revolving loan (“REVOLVING LOAN”) to BORROWER’s deposit account with the BANK, bearing number 22673981.

2.2.1 Subject to the terms hereof, the BANK will lend the BORROWER, from time to time until the LOAN TERMINATION DATE such sums in integral multiples of $10,000.00 as the BORROWER may request by reasonable same day notice to the BANK, received by the BANK not later than 11:00 A.M. of such day, but which shall not exceed in the aggregate principal amount at any one time outstanding, $5,000,000.00 (the “LOAN COMMITMENT”). The BORROWER may borrow, repay without penalty or premium and reborrow hereunder, from the date of this AGREEMENT until the LOAN TERMINATION DATE, either the full amount of the LOAN COMMITMENT or any lesser sum which is $10,000.00 or an integral multiple thereof. It is the intention of the parties

that the outstanding balance of the REVOLVING LOAN shall not exceed the BORROWING BASE, and if at any time said balance exceeds the BORROWING BASE, BORROWER shall forthwith pay BANK sufficient funds to reduce the balance of the REVOLVING LOAN until it is in compliance with this requirement.

5. Effective immediately, Section 2.6 of the AGREEMENT is amended to read as follows:

2.6 intentionally left blank

6. Effective immediately, Section 6.1.8 of the AGREEMENT is amended to read as follows:

6.1.8 BORROWER shall provide monthly borrowing base certificates in a form reasonably acceptable to BANK, calculating advance rates under the REVOLVING LOAN pursuant to the BORROWING BASE.

7. Effective immediately, Section 6.1.9 of the AGREEMENT is amended to read as follows:

6.1.9 The BORROWER shall provide to BANK annually, or at the request of BANK, its twelve month future cash flow projections, including a quarterly forward looking debt service coverage projection and operating metrics with anticipated cash flow requirements for such period.

8. Effective immediately, Section 6.2.1 of the AGREEMENT is amended to read as follows:

6.2.1 Intentionally left blank.

9. Effective immediately, Section 6.2.2 of the AGREEMENT is amended to read as follows:

6.2.2 The BORROWER shall maintain WORKING CAPITAL of at least $2,500,000.00 at all times.

10. Effective immediately, Section 6.2.4 of the AGREEMENT is amended to read as follows:

6.2.4 intentionally left blank

11. Effective immediately, the AGREEMENT shall be amended to include a Section 6.2.6, which shall follow existing Section 6.2.5, to read:

6,2.6 The BORROWER shall maintain a minimum FIXED CHARGE COVERAGE RATIO of 1.10 : 1.0.

12. Effective immediately, Section 6.4.1 of the AGREEMENT is amended to read as follows:

6.4.1 Permit any security interest or mortgage or lien on the PROPERTY or PROJECT or other real or personal property BORROWER owns now or in the future, or assign any interest that it may have in any assets or subordinate any rights that it may have in any assets now or in the future, except: (i) liens, assignments, or subordinations in favor of the BANK; (ii) liens, assignments, or subordinations outstanding on the date of this AGREEMENT and disclosed in advance to the BANK in writing and approved by the BANK; (iii) liens for taxes or assessments or other governmental charges not delinquent or which the BORROWER is contesting in good faith; (iv) liens which secure purchase money indebtedness allowed under this AGREEMENT; (v) liens that are imposed by law for obligations for labor or materials not overdue for more than 120 days, such as mechanics’, materialmen’s, carriers’, landlords’, and warehousemen’s liens, or liens, pledges, or deposits under workers’ compensation, unemployment insurance, Social Security, or similar legislation; (vi) liens on corn oil extraction equipment agreed to by BANK.

13. Effective immediately, Section 6.4.11 of the AGREEMENT is amended to read:

6.4.11 Make, or commit to make, capital expenditures (including the total amount of any capital leases) in an aggregate amount exceeding $3,000,000.00 in any single fiscal year.

14. Effective immediately, Section 6.4.12 of the AGREEMENT is amended to read:

6.4.12 Make or pay, in any fiscal year, distributions to members or shareholders of the BORROWER except as may be agreed to in writing, in advance, by BANK. Provided, however, BORROWER may make distributions to members, if BORROWER is not in default of any covenants or provisions of this AGREEMENT, and no such distribution will result in the occurrence of an EVENT OF DEFAULT.

15. Effective immediately, notice to BANK as provided in Section 8.7 of the AGREEMENT shall be as follows:

First National Bank of Omaha
One First National Center
1620 Dodge Street STOP 1050
Omaha, Nebraska 68197-1050

Attention: Jeremy Reineke

16. BORROWER certifies by its execution hereof that the representations and warranties set forth in Section 5. of the AGREEMENT are true as of this date, and that no EVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving of notice or passage of time or both, would become such an EVENT OF DEFAULT, has occurred as of this date.

17. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts of each instrument or agreement, taken together, shall constitute but one and the same instrument.

18. Except as amended hereby the parties ratify and confirm as binding upon them all of the terms of the AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their respective agents thereunto duly authorized, as of the date first above written.

Dakota Ethanol, L.L.C.		First National Bank of Omaha


By:	/s/ Scott Mundt	By:	/s/ Jerry Reineke
	Chief Executive Officer		Jerry Reineke, Second Vice President

STATE OF SOUTH DAKOTA	)
	)ss.
COUNTY OF LAKE	)

On this 7 day of June , 2010, before me, the undersigned, a Notary Public, personally appeared Scott Mundt, Chief Executive Officer Dakota Ethanol, L.L.C., who executed the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed.

ALAN E. MAY

NOTARY PUBLIC

SOUTH DAKOTA

My Commission Expires 9-22-2013

	/s/ Alan E. May
	Notary Public

STATE OF NEBRASKA	)
	)ss.
COUNTY OF DOUGLAS	)

On this 14 day of June , 2010 the undersigned, a Notary Public, personally appeared Jeremy Reineke, the Second Vice President of First National Bank of Omaha, on behalf of said entity, who executed the foregoing instrument, and acknowledged that he executed the same as

his voluntary act and deed.

GENERAL NOTARY – STATE OF NEBRASKA

JACQUELINE K. SIMS

My Commission Exp. March 5, 2014

	/s/ Jacqueline K. Sims
	Notary Public

Exhibit 10.2

REVOLVING PROMISSORY NOTE

Operating Line of Credit—Revolving Loan

Omaha, Nebraska	$5,000,000.00
Note Date: May 13, 2010	Maturity Date: May 12, 2011

On or before May 12, 2011, Dakota Ethanol, L.L.C., a South Dakota limited liability company (“BORROWER”) promises to pay to the order of First National Bank of Omaha (“BANK”) at any of its offices in Omaha, Nebraska the principal sum hereof, which shall be Five Million and no hundredths Dollars ($5,000,000.00) or so much thereof as may have been advanced by BANK and shown on the records of the BANK to be outstanding, under this Note and the First Amended and Restated Construction Loan Agreement (the “AGREEMENT”) executed by the BANK and BORROWER dated as of June 18, 2009, as it may, from time to time, be amended. This promissory note evidences the REVOLVING LOAN described in the AGREEMENT.

The interest rate on this loan is subject to change from time to time based on changes in an independent index which is the London Interbank offered rate for U.S. Dollar deposits published in the Wall Street Journal as the One (1) Month LIBOR Rate (“LIBOR RATE”). The LIBOR RATE will be adjusted and determined without notice to BORROWER as set forth herein, as of the date of this Note and on the first (1st) day of each calendar month hereafter (“INTEREST RATE CHANGE DATE”) to the One (1) Month LIBOR RATE which is published in the Wall Street Journal as the reported rate for the date that is two London Banking Days prior to each INTEREST RATE CHANGE DATE. “London Banking Day” means any day other than a Saturday or Sunday, on which commercial banking institutions in London, England are generally open for business. If for any reason the LIBOR RATE published by the Wall Street Journal is no longer available and/or BANK is unable to determine the LIBOR RATE for any INTEREST RATE CHANGE DATE, BANK may, in its sole discretion, select an alternate source to determine the LIBOR RATE and will provide notice to BORROWER of the source selected. The LIBOR RATE determined as set forth above shall be referred to herein as (the “INDEX”). The INDEX is not necessarily the lowest rate charged by BANK on its loans. If the INDEX becomes unavailable during the term of this loan, BANK may designate a substitute index after notifying BORROWER. BANK will tell BORROWER the current INDEX rate upon BORROWER’s request. The interest rate change will not occur more often than each month on the first (1st) day of each month. BORROWER understands that BANK may make loans based on other rates as well. The INDEX currently is .33750 % per annum. The interest rate to be applied to the unpaid principal balance of this loan will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 3.50 percentage points over the INDEX, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 3.83750% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this loan be less than 4.5% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, BANK, at its option, may do one of the following: (A) increase BORROWER’s payments to ensure BORROWER’s loan will pay off by its original final maturity date, (B) increase BORROWER’s payments to cover accruing interest, (C) increase the number of BORROWER’s payments, and (D) continue BORROWER’s payments at the same amount and increase BORROWER’s final payment.

Interest accruing hereunder is payable on the monthly on the first day of each month.

UNUSED COMMITMENT FEE. BORROWER will pay BANK an unused commitment fee of fifty (50 bps) basis points, assessed quarterly in arrears against the unused portion of the note amount.

The AGREEMENT contains additional terms of this Note, including, but not limited to enumerated events of default, and the granting of liens to secure BORROWER’s performance. All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the AGREEMENT.

As provided in the AGREEMENT, upon any such enumerated default, BANK may accelerate the due date of this Note and declare all obligations set forth herein immediately due and payable, and BANK shall also have such other remedies as are described in the AGREEMENT and are provided by law. All makers and endorsers hereby waive presentment, demand, protest and notice of dishonor, consent to any number of extensions and renewals for any period without notice; and consent to any substitution, exchange or release of collateral, and to the addition or releases of any other party primarily or secondarily liable.

Executed as of the 13 th day of May, 2010.

Dakota Ethanol, L.L.C.


By:	/s/ Scott Mundt
	Scott Mundt, Chief Executive Officer

NOTARY ACKNOWLEDGEMENT

STATE OF SOUTH DAKOTA	)
	)ss.
COUNTY OF LAKE	)

On this 7 day of June , 2010, before me, the undersigned, a Notary Public, personally appeared Scott Mundt, Chief Executive Officer of Dakota Ethanol, L.L.C., who executed the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed, as well as that of the company.

ALAN E. MAY

NOTARY PUBLIC

SOUTH DAKOTA

My Commission Expires 9-22-2013

	/s/ Alan E. May
	Notary Public
		Exp. 9-22-2013

Exhibit 10.3

PROMISSORY NOTE
(Long Term Reducing Revolver)

Note Date: May 13, 2010

$5,000,000.00

Maturity Date: May I, 2013

FOR VALUE RECEIVED, DAKOTA ETHANOL, L.L.C ., a South Dakota limited liability company (“BORROWER”) promises to pay to the order of First National Bank of Omaha (“BANK”), at its principal office or such other address as BANK or holder may designate from time to time, the principal sum of Five Million and no hundredths Dollars ($5,000,000.00), or the amount shown on the BANK’s records to be outstanding, plus interest (calculated on the basis of 360-day year) accruing each day on the unpaid principal balance at the annual interest rates defined below. Absent manifest error, the BANK’ s records shall be conclusive evidence of the principal and accrued interest owing hereunder.

This promissory note is executed pursuant to a First Amended and Restated Construction Loan Agreement (“AGREEMENT”) between BORROWER and BANK dated as of June 18, 2009, as it may have been amended, from time to time. This promissory note evidences the LONG TERM REDUCING REVOLVING LOAN, which is also sometimes referred to as TERM NOTE 5 described in the AGREEMENT, is a modification or substitution for the TERM NOTE described in the earlier Construction Loan Agreement between the parties dated September 25, 2000, as well as a modification or substitution of a previously executed TERM NOTE 5. All capitalized terms not otherwise defined in this note shall have the meanings provided in the AGREEMENT.

INTEREST ACCRUAL . The interest rate on this loan is subject to change from time to time based on changes in an independent index which is the London Interbank offered rate for U.S. Dollar deposits published in the Wall Street Journal as the One (1) Month LIBOR Rate (“LIBOR RATE”). The LIBOR RATE will be adjusted and determined without notice to BORROWER as set forth herein, as of the date of this Note and on the first (1st) day of each calendar month hereafter (“INTEREST RATE CHANGE DATE”) to the One (1) Month LIBOR RATE which is published in the Wall Street Journal as the reported rate for the date that is two London Banking Days prior to each INTEREST RATE CHANGE DATE. “London Banking Day” means any day other than a Saturday or Sunday, on which commercial banking institutions in London, England are generally open for business. If for any reason the LIBOR RATE published by the Wall Street Journal is no longer available and/or BANK is unable to determine the LIBOR RATE for any INTEREST RATE CHANGE DATE, BANK may, in its sole discretion, select an alternate source to determine the LIBOR RATE and will provide notice to BORROWER of the source selected. The LIBOR RATE determined as set forth above shall be referred to herein as (the “INDEX”). The INDEX is not necessarily the lowest rate charged by BANK on its loans. If the INDEX becomes unavailable during the term of this loan, BANK may designate a substitute index after notifying BORROWER. BANK will tell BORROWER the current INDEX rate upon BORROWER’s request. The interest rate change will not occur more often than each month on the first (1st) day of each month.

BORROWER understands that BANK may make loans based on other rates as well. The INDEX currently is .33750 % per annum. The interest rate to be applied to the unpaid principal balance of this loan will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 4.0 percentage points over the INDEX, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 4.33750% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this loan be less than 5% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, BANK, at its option, may do one of the following: (A) increase BORROWER’s payments to ensure BORROWER’s loan will pay off by its original final maturity date, (B) increase BORROWER’s payments to cover accruing interest, (C) increase the number of BORROWER’s payments, and (D) continue BORROWER’s payments at the same amount and increase BORROWER’s final payment.

REDUCING REVOLVING FEATURE, BORROWER will pay BANK an unused commitment fee of fifty (50bps) basis points, assessed quarterly in arrears against the unused portion of the note amount. Pursuant to this revolving loan feature the BANK will lend the BORROWER, from time to time until maturity of this note such sums in integral multiples of $10,000.00 as the BORROWER may request by reasonable same day notice to the BANK, received by the BANK not later than 11:00 A.M. of such day, but which shall not exceed in the aggregate principal amount at any one time outstanding, $5,000,000.00. The BORROWER may borrow, repay and reborrow hereunder, from the date of this AGREEMENT until the maturity of this note, said amount or any lesser sum which is $10,000.00 or an integral multiple thereof.

Each year, on the anniversary of the execution of this NOTE, the available principal amount under this Note shall be reduced by One Million ($1,000,000.00) Dollars, so that the maximum amount outstanding under this promissory note will decrease accordingly. If necessary, BORROWER shall immediately pay to BANK any principal amount outstanding in order to make such reduction in maximum amount outstanding.

Additionally, the amount available for borrowing hereunder shall also be reduced by the outstanding balance of principal and accrued interest on TERM NOTE 2.

REPAYMENT TERMS. Interest accruing hereunder is payable monthly, on the first day of each month. Any remaining principal balance, plus any accrued but unpaid interest, shall be fully due and payable on the maturity date above stated, if not sooner paid.

PREPAYMENT. The BORROWER may prepay this promissory note in full or in part at any time.

ADDITIONAL TERMS AND CONDITIONS. The AGREEMENT, and any amendments or substitutions, contains additional terms and conditions, including default and acceleration provisions, which are incorporated into this promissory note by reference. The BORROWER

agrees to pay all costs of collection, including reasonable attorneys fees and legal expenses incurred by the BANK if this promissory note is not paid as provided above. This promissory note shall be governed by the substantive laws of the State of Nebraska.

WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR. BORROWER and any other person who signs, guarantees or endorses this promissory note, to the extent allowed by law, hereby waives presentment, demand for payment, notice of dishonor, protest, and any notice relating to the acceleration of the maturity of this promissory note.

	Dakota Ethanol, L.L. C.


	By:	/s/ Scott Mundt
		Scott Mundt
		Chief Executive Officer

STATE OF SOUTH DAKOTA	)
	)ss.
COUNTY OF LAKE	)

On this 7 day of June , 2010, before me, the undersigned, a Notary Public, personally appeared Scott Mundt, Chief Executive Officer of Dakota Ethanol, L.L.C., on behalf of said entity, who executed the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed.

	/s/ Alan E. May
	Notary Public

Exp. 9/22/2013

	ALAN E. MAY
	NOTARY PUBLIC
	SOUTH DAKOTA
	My Commission Expires 9-22-2013

EXHIBIT 31.1

CERTIFICATIONS

I, Scott Mundt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lake Area Corn Processors, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 13, 2010		/s/ Scott Mundt
			Scott Mundt, Chief Executive Officer (Principal Executive Officer )

EXHIBIT 31.2

CERTIFICATIONS

I, Robbi Buchholtz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lake Area Corn Processors, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 13, 2010		/s/ Robbi Buchholtz
			Robbi Buchholtz, Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Lake Area Corn Processors, LLC (the “Company”) for the period ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Mundt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Scott Mundt
	Scott Mundt
	Chief Executive Officer
	Dated: August 13, 2010

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Lake Area Corn Processors, LLC (the “Company”) for the period ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robbi Buchholtz, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Robbi Buchholtz
	Robbi Buchholtz
	Chief Financial Officer
	Dated: August 13, 2010