Table of Contents

 

 

 

**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 May 31, 2009;** |
|                                                   |
| **OR**                                                 |
|                                                   |                                                                                                     |
| **o**                                                  | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |

 

**for the transition period from         TO             **

 

**The New Midwest Company, LLC**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                     | **20-0422519**                           |
|------------------------------------------------------------------|------------------------------------------|
| (State or other  jurisdiction of incorporation or  organization) | (I.R.S. employer  identification number) |
|                                                             |                                     |
| **P.O.  Box 733**                                                |                                     |
| **209  North Main Street**                                       |                                     |
| **Renville,  MN**                                                | **56284**                                |
| (Address of  principal executive offices)                        | (Zip code)                               |

 

**Telephone: (320) 329-3363**

(Registrant’s telephone number, including area code)

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x  No o

 

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

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large  accelerated filer o |   | Accelerated  filer o         |
|----------------------------|--------|------------------------------|
|                       |   |                         |
| Non-accelerated  filer x   |   | Smaller  reporting company o |

 

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

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Exchange Act. Yes o No x

 

As of November 20,2009, there were 6,430,499 of the Company’s Class A Units issued andoutstanding.

 

 

 

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**TABLEOF CONTENTS**

** **

**The NewMidwest Company, LLC**

**(formerlyGolden Oval Eggs, LLC)**

**Form10-Q**

**For theQuarter Ended May 31, 2009**

 
| **Description**  | ** **                                                                                  | **Page** |
|------------------|---------------------------------------------------------------------------------------------|----------|
| **Part I**  | **Financial Information**                                                                   |     |   |
| Item 1.          | Consolidated Condensed  Financial Statements                                                |     | 1 |
| Item 2.          | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |     | 10 |
| Item 3.          | Quantitative  and Qualitative Disclosures about Market Risk                                 |     | 14 |
| Item 4.          | Controls and  Procedures                                                                    |     | 14 |
|             |                                                                                        |     |   |
| **Part II** | **Other Information**                                                                       |     |   |
| Item 1.          | Legal Proceedings                                                                           |     | 15 |
| Item 1A.         | Risk Factors                                                                                |     | 15 |
| Item 2.          | Unregistered  Sales of Equity Securities and Use of Proceeds                                |     | 15 |
| Item 3.          | Defaults  Upon Senior Securities                                                            |     | 15 |
| Item 4.          | Submission  of Matters to a Vote of Security Holders                                        |     | 15 |
| Item 5.          | Other Information                                                                           |     | 15 |
| Item 6.          | Exhibits                                                                                    |     | 15 |
|             |                                                                                        |     |   |
| **Signatures**   |                                                                                        | 16       |

 

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**PART I.     FINANCIAL INFORMATION**

** **

**Item 1.  Consolidated CondensedFinancial Statements**

** **

**The NewMidwest Company, LLC**

** **

**ConsolidatedCondensed Balance Sheets**

** **

**(InThousands)**

 
| ** **                                | ** ** | **May 31,** | ** ** | **August 31,** | ** ** |
|-------------------------------------------|------------|------------------|------------|---------------------|------------|
| ** **                                | ** ** | **2009**         | ** ** | **2008**            | ** ** |
| ** **                                | ** ** | **(unaudited)**  | ** ** | ** **          | ** ** |
| Assets                                    |       |             |       |                |       |
|                                      |       |             |       |                |       |
| Current  assets                           |       |             |       |                |       |
| Cash  and cash equivalents                |       | $                | 1,503      |                | $          | 4,289 |   |
| Accounts  receivable                      |       | —           |       | 15,861              |       |
| Due  from Rembrandt                       |       | 2,841            |       | —              |       |
| Inventories                               |       | —           |       | 21,783              |       |
| Restricted  cash                          |       | —           |       | 2,212               |       |
| Other  current assets                     |       | 399              |       | 1,229               |       |
| Total  current assets                     |       | 4,743            |       | 45,374              |       |
|                                      |       |             |       |                |       |
| Property,  plant and equipment            |       |             |       |                |       |
| Land  and land improvements               |       | —           |       | 11,649              |       |
| Buildings                                 |       | —           |       | 40,279              |       |
| Leasehold  improvements                   |       | —           |       | 943                 |       |
| Equipment                                 |       | —           |       | 72,275              |       |
| Construction  in progress                 |       | —           |       | 317                 |       |
|                                      |       | —           |       | 125,463             |       |
| Accumulated  depreciation                 |       | —           |       | (67,674             | )          |
| Total  property, plant and equipment, net |       | —           |       | 57,789              |       |
|                                      |       |             |       |                |       |
| Other  assets                             |       |             |       |                |       |
| Investments                               |       | —           |       | 1,733               |       |
| Intangibles,  net                         |       | —           |       | 13,962              |       |
| Goodwill                                  |       | —           |       | 22,858              |       |
| Note  receivable                          |       | —           |       | 248                 |       |
| Total  other assets                       |       | —           |       | 38,801              |       |
|                                      |       |             |       |                |       |
| Total  assets                             |       | $                | 4,743      |                | $          | 141,964 |   |

 

See accompanying notes to consolidatedcondensed financial statements

 

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| ** **                                        | ** ** | **May 31,** | ** ** | **August 31,** | ** ** |
|---------------------------------------------------|------------|------------------|------------|---------------------|------------|
| ** **                                        | ** ** | **2009**         | ** ** | **2008**            | ** ** |
| ** **                                        | ** ** | **(unaudited)**  | ** ** | ** **          | ** ** |
| Liabilities and Owners’ Equity               |       |             |       |                |       |
| Current  liabilities                              |       |             |       |                |       |
| Revolving  line of credit                         |       | $                | —     |                | $          | 16,261 |   |
| Accounts  payable                                 |       | 330              |       | 9,531               |       |
| Accrued  interest                                 |       | —           |       | 500                 |       |
| Accrued  compensation                             |       | —           |       | 3,005               |       |
| Other  current liabilities                        |       | 785              |       | 2,720               |       |
| Current  maturities of long-term debt             |       | —           |       | 67,526              |       |
| Total  current liabilities                        |       | 1,115            |       | 99,543              |       |
|                                              |       |             |       |                |       |
| Long-term  debt, less current maturities          |       | —           |       | 6,420               |       |
|                                              |       |             |       |                |       |
| Owners’  equity                              |       |             |       |                |       |
| Members’  equity                             |       | 3,628            |       | 34,852              |       |
| Noncontrolling  interest in consolidated entities |       | —           |       | 1,149               |       |
| Total  owners’ equity                        |       | 3,628            |       | 36,001              |       |
|                                              |       |             |       |                |       |
| Total  liabilities and owners’ equity        |       | $                | 4,743      |                | $          | 141,964 |   |

 

See accompanying notes to consolidatedcondensed financial statements

 

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**The NewMidwest Company, LLC**

** **

**ConsolidatedCondensed Statements of Operations**

** **

**(InThousands, Except Per Unit Data)**

**(Unaudited)**

 
| ** **                                                         | ** ** | **Three Months Ended** | ** ** | **Nine Months Ended** | ** ** |
|--------------------------------------------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                                                         | ** ** | **May 31,**       | ** ** | **May 31,**      | ** ** | **May 31,** | ** ** | **May 31,** | ** ** |
| ** **                                                         | ** ** | **2009**               | ** ** | **2008**              | ** ** | **2009** | ** ** | **2008** | ** ** |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Net  sales from discontinued operations (See Note 9)               |       | $                      | 13,770     |                  | $          | 56,649 |   | 106,482 |   | $ | 165,187 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Cost  of goods sold from discontinued operations (See Note 9)      |       | 13,724                 |       | 47,427                |       | 100,578 |   | 148,494 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Gross  profit                                                      |       | 46                     |       | 9,222                 |       | 5,904 |   | 16,693 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Operating  expenses                                                |       | 6,063                  |       | 4,785                 |       | 13,712 |   | 18,104 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Income  (loss) from operations                                     |       | (6,017                 | )          | 4,437                 |       | (7,808 | ) | (1,411 | ) |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Other  income (expense)                                            |       |                   |       |                  |       |   |   |   |   |
| Interest  expense                                                  |       | (1,668                 | )          | (1,901                | )          | (4,745 | ) | (7,110 | ) |
| Noncontrolling  interest in income (loss) of consolidated entities |       | 30                     |       | 1                     |       | (113 | ) | (103 | ) |
| Other  income                                                      |       | 108                    |       | 214                   |       | 1,682 |   | 908 |   |
| Preferential  payments to preferred shareholder                    |       | (6,447                 | )          | —                |       | (6,447 | ) | — |   |
| Gain  on sale of business, net of transaction costs (Note 9)       |       | 5,055                  |       | —                |       | 5,055 |   | — |   |
| Gain  on forgiveness of debt                                       |       | —                 |       | —                |       | — |   | 17,000 |   |
| Total  other income (expense)                                      |       | (2,922                 | )          | (1,686                | )          | (4,568 | ) | 10,695 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Net  income (loss)                                                 |       | $                      | (8,939     | )                     | $          | 2,751 |   | $ | (12,376 | ) | $ | 9,284 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Weighted  average members’ units outstanding                  |       | 6,421                  |       | 5,431                 |       | 5,791 |   | 5,431 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Net  income (loss) per members’ units, basic                  |       | $                      | (1.39      | )                     | $          | 0.51 |   | $ | (2.14 | ) | $ | 1.71 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Net  income (loss) per members’ unit, diluted                 |       | $                      | (1.39      | )                     | $          | 0.44 |   | $ | (2.14 | ) | $ | 1.61 |   |
|                                                               |       |                   |       |                  |       |   |   |   |   |
| Distributions  per members’ unit                              |       | $                      | 3.00       |                  | $          | — |   | $ | 3.00 |   | $ | — |   |

 

See accompanying notes to consolidatedcondensed financial statements

 

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**The NewMidwest Company, LLC**

** **

**ConsolidatedCondensed Statements of Cash Flows**

** **

**(InThousands)**

**(Unaudited)**

 
| ** **                                                                                                                         | ** ** | **Nine Months Ended** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                         | ** ** | **May 31,**      | ** ** | **May 31,** | ** ** |
| ** **                                                                                                                         | ** ** | **2009**              | ** ** | **2008** | ** ** |
| Cash  flows from operating activities                                                                                              |       |                  |       |   |   |
| Net  income (loss)                                                                                                                 |       | $                     | (12,376    | ) | $ | 9,284 |   |
| Adjustments  to reconcile net income (loss) to net cash (used) provided by operating  activities                                   |       |                  |       |   |   |
| Depreciation                                                                                                                       |       | 5,916                 |       | 8,013 |   |
| Amortization                                                                                                                       |       | 866                   |       | 1,327 |   |
| Asset  impairment                                                                                                                  |       | 1,238                 |       | 3,531 |   |
| Stock  vested as executive compensation                                                                                            |       | 139                   |       | (9 | ) |
| (Gain)  loss on sale of assets                                                                                                     |       | (5,055                | )          | 2 |   |
| Gain  on forgiveness of debt                                                                                                       |       | —                |       | (17,000 | ) |
| Noncontrolling  interest in income (loss) of consolidated entities, net of distributions                                           |       | —                |       | 171 |   |
| Changes  in operating assets and liabilities, net of effects of adoption of FIN-46R  excluding the effects from sale to Rembrandt. |       |                  |       |   |   |
| Accounts  receivable                                                                                                               |       | 5,203                 |       | 2,473 |   |
| Inventories                                                                                                                        |       | 484                   |       | (2,069 | ) |
| Other  current assets                                                                                                              |       | (151                  | )          | (205 | ) |
| Accounts  payable                                                                                                                  |       | (1,852                | )          | (6,354 | ) |
| Accruals  and other current liabilities                                                                                            |       | (3,630                | )          | 2,483 |   |
| Net  cash (used) provided by operating activities                                                                                  |       | (9,218                | )          | 1,647 |   |
|                                                                                                                               |       |                  |       |   |   |
| Cash  flows from investing activities                                                                                              |       |                  |       |   |   |
| Purchases  of property, plant and equipment                                                                                        |       | (2,393                | )          | (178 | ) |
| Proceeds  from sale of property, plant and equipment                                                                               |       | 372                   |       | 8 |   |
| Proceeds  from sale to Rembrandt (Note 9), net of transaction expenses                                                             |       | 118,128               |       | — |   |
| Transaction  costs paid on sale                                                                                                    |       | (2,480                | )          | — |   |
| Advance  of note receivable                                                                                                        |       | —                |       | (162 | ) |
| Purchases  of investments in other cooperatives                                                                                    |       | —                |       | (50 | ) |
| Retirement  of investments in other cooperatives                                                                                   |       | 91                    |       | — |   |
| Net  cash (used) provided by investing activities                                                                                  |       | 113,718               |       | (382 | ) |
|                                                                                                                                    |            |                       |            |  |  |  |  |

 

See accompanying notes to consolidatedcondensed financial statements

 

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**The NewMidwest Company, LLC**

** **

**ConsolidatedCondensed Statements of Cash Flows (cont.)**

** **

**(InThousands)**

**(Unaudited)**

 
| ** **                                                                                   | ** ** | **Nine months Ended** | ** ** |
|----------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                   | ** ** | **May 31,**      | ** ** | **May 31,** | ** ** |
| ** **                                                                                   | ** ** | **2009**              | ** ** | **2008** | ** ** |
| Cash  flows from financing activities                                                        |       |                  |       |   |   |
| Net  increase (decrease) in revolving line of credit                                         |       | (16,261               | )          | 1,624 |   |
| Payments  of long-term debt                                                                  |       | (73,946               | )          | (1,517 | ) |
| Distributions  to unitholders                                                                |       | (19,291               | )          | — |   |
| Restricted  cash                                                                             |       | 2,212                 |       | (666 | ) |
| Net  cash used by financing activities                                                       |       | (107,286              | )          | (559 | ) |
|                                                                                         |       |                  |       |   |   |
| Net  increase (decrease) in cash and cash equivalents                                        |       | (2,786                | )          | 706 |   |
|                                                                                         |       |                  |       |   |   |
| Cash  and cash equivalents - beginning of year                                               |       | 4,289                 |       | — |   |
|                                                                                         |       |                  |       |   |   |
| Cash  and cash equivalents - end of year                                                     |       | $                     | 1,503      |   | $ | 706 |   |
|                                                                                         |       |                  |       |   |   |
|                                                                                         |       |                  |       |   |   |
| Supplementary  disclosures of cash flow information                                          |       |                  |       |   |   |
| Cash  paid during the year for                                                               |       |                  |       |   |   |
| Interest,  net of capitalized interest, of $172 and $161 during 2009 and 2008,  respectively |       | $                     | 6,418      |   | $ | 6,455 |   |
|                                                                                         |       |                  |       |   |   |
|                                                                                         |       |                  |       |   |   |
| Supplementary  disclosures of non-cash transactions                                          |       |                  |       |   |   |
| Debt  forgiveness                                                                            |       | $                     | —     |   | $ | 17,000 |   |
| Issuance  of warrants for accrued interest                                                   |       | —                |       | 3,242 |   |
| Members  units issued to directors and officers                                              |       | —                |       | 22 |   |
| Forfeiture  of stock compensation by departing employee                                      |       | 33                    |       | — |   |
| Class A  units issued as payment of accrued officer bonus                               |       | 202                   |       | — |   |

 

See accompanying notes to consolidatedcondensed financial statements

 

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1.  Organization.  Golden Oval Eggs, LLC (the “Company”) wasorganized as a Delaware limited liability company to effect the reorganizationof Midwest Investors of Renville, Inc. (the “Cooperative”) effective August 31,2004.  The Cooperative was incorporatedas a cooperative under the laws of the state of Minnesota in March 1994.  The Company operates as the Cooperative’ssuccessor and its operations are a continuance of the operations of theCooperative.  The accompanyingconsolidated condensed financial statements for all periods presented are thoseof the Company.

 

On March 30, 2009,the Company closed a transaction in which it sold substantially all of its assetsand ceased to operate.  All of itsemployees were terminated and a majority were offered employment by thepurchaser.  All production and salesfacilities were sold or otherwise transferred to the purchaser or shutdown.  As a part of the transaction, theCompany was required to change its name. The new name of the entity is The New Midwest Company LLC.  It maintains an office in Renville,Minnesota.  Subsequent to the sale theCompany has made certain distributions to the members.  The board of managers will determine, in itsdiscretion, when to make a subsequent proposal to the Company’s members toliquidate the Company.  The board of managers currently expects toconsider liquidation of the Company in late 2009.   See note 9 for a description of the transaction.

 

2.  Basis of Presentation.  The accompanying consolidated condensedbalance sheet as of August 31, 2008, which has been derived from auditedconsolidated financial statements, and the unaudited interim consolidatedcondensed financial statements at May 31, 2009 and for the three-month andnine month periods ended May 31, 2009 and 2008 of the Company have beenprepared in accordance with generally accepted accounting principles forinterim financial reporting and Securities and Exchange Commission rules andregulations.  Certain informationnormally included in financial statements and related footnotes prepared inaccordance with generally accepted accounting principles has been condensed oromitted pursuant to the rules and regulations of the Securities andExchange Commission.  The consolidatedcondensed financial statements reflect all adjustments (consisting only ofnormal recurring adjustments) which are, in the opinion of management,necessary for a fair presentation of the financial position and operatingresults for the interim periods presented. These consolidated condensed financial statements should be read inconjunction with Management’s Discussion and Analysis of Financial Conditionand the consolidated financial statements and notes thereto included in theCompany’s Annual Report on Form 10-K for the year ended August 31,2008.  The results of operations for theperiods ended May 31, 2008 are not necessarily indicative of results to beexpected for any other interim period or for the entire year and the board ofmanagers expects to consider liquidation of the Company in late 2009.

 

3.  Inventories.  Pullet and layer hen inventories are statedat the cost of production, which includes the costs of the chicks, feed,overhead and labor.  Layer hen flockcosts are capitalized to the point at which the pullet goes into production andare amortized over the productive lives of the flocks, generally 18 to 24months.  Feed, supplies and liquid eggand egg products inventories are stated at the lower of cost (first-in,first-out) or market.  Inventoriesconsisted of the following:

 
| ** **                | ** ** | **May 31,** | ** ** | **August 31,** | ** ** |
|---------------------------|------------|------------------|------------|---------------------|------------|
| ** **                | ** ** | **2009**         | ** ** | **2008**            | ** ** |
|                      |       |             |       |                |       |
| Hens  and pullets         |       | $                | —     |                | $          | 14,024 |   |
| Eggs  and egg products    |       | —           |       | 3,987               |       |
| Feed,  supplies and other |       | —           |       | 3,772               |       |
|                      |       |             |       |                |       |
| Total  inventories        |       | $                | —     |                | $          | 21,783 |   |

 

4.  Financing Agreements.  Golden Oval Eggs, LLC, Midwest Investors ofIowa Cooperative and GOECA, LP are parties to a Credit Agreement that wasoriginally entered into on September 13, 2004, and subsequentlyamended.  With the last amendmenteffective August 29, 2008, the maturity date of a short term revolvingnote in the amount of $2,500 was extended from July 31, 2008 to March 1,2009 and the commencement date of certain financial covenants was also extendedto March 1, 2009.  We havehistorically financed our working capital needs through the Credit Agreementand, to the extent of our cash flow, from operations.  The Credit Agreement, as amended, requiresthe Company, among other things, to generate monthly EBITDA of at least $1,000for the term of the Credit Agreement.  Inaddition, the amendment requires payments into an escrow account to fundimprovements to wastewater processing facilities at the Thompson, Iowalocation.  The amounts required and madeare $200 per month for September, October and November, and $100 forDecember.  The Company was in compliancewith all 

 

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covenants under theCredit Agreement for each month tested in the quarter ended February 28,2009 and as of February 29, 2008. Included in the amendment is a requirement that any funds from a sale ofthe Company be utilized to repay all indebtedness on or before March 1,2009.  The requirement was extended untilApril 15, 2009 at which point and time the Company repaid the indebtednessin full.  See Note 9.

 

5.  Stock Based Compensation.  The Company has bonus and compensation plansin place for management.  Under theseagreements management may receive up to 50% of certain performance bonuses inthe form of Class A Units.  TheCompany accrues for management bonuses during the year based upon the estimatedamount that will be earned by year end. Upon approval by the Board of Managers, the bonuses are paid tomanagement.  The number of units to beissued is based upon the estimated value of the Class A Units at the timethe bonus is awarded.  For the threemonths ended May 31, 2008 and 2009, no Class A Units were issued tomanagement.

 

The Class A Unitsare nontransferable and subject to forfeiture ratably over the following threeyears.  The employee must be employed onthe anniversary date of issuance to avoid forfeiture.  In the event that termination of the employeeoccurs, the Company will record any forfeiture of units as a reduction tocompensation expense in the period in which the forfeiture occurs.  There were no forfeitures for the threemonths ended May 31, 2009 or for the quarter ended May 31, 2008.  In the event of a change of control, thevesting period accelerates.  Effectivewith the sale to Rembrandt all remaining units vested resulting inapproximately $304 of expense.

 

The members of the Boardof Managers are granted 2,000 Class A Units for each year served on theboard following each year of service. The Company recognizes compensation expense for these awards based uponthe fair value on the date they are granted. The unit value was calculated at $1.87 per unit and 11,666 units wereissued on May 29, 2008 for a total expense of $21,815.  For the three months ended May 31, 2009,no units were awarded to the Board of Managers.

 

6.  Earnings per Unit.  Basic net income (loss) per unit wascalculated by dividing net income (loss) by the weighted-average number of Class Acommon units outstanding during the period. Diluted net income (loss) per unit was calculated by dividing net income(loss) by the weighted-average number of Class A common units outstandingduring the period plus the dilutive effects of the Warrant.  On March 2, 2009, the holder of theWarrant exercised its rights to purchase 880,492 units of newly createdConvertible Class A Preferred Units. Convertible Class A Preferred units representing 340,628 units wereincluded in the calculation of diluted net income per members’ unit for threemonths end May 31, 2008.

 

As previously disclosedby the Company, on May 23, 2006, the Company entered into an AssetPurchase and Sale Agreement (the “Purchase Agreement”) with Land O’ Lakes, Inc.(“LOL”) and certain other parties. On February 15, 2008, the Agreement wasamended (the “Purchase Agreement Amendment”) to reduce the purchase price underthe Purchase Agreement. In connection with the Purchase Agreement Amendment,the Company issued LOL a warrant (the “2008 Warrant”) to purchase 880,492 ofits newly-created Class A Preferred units. The Board of Managers of theCompany adopted the Certificate of Designation of Class A ConvertiblePreferred Units (as amended, the “Certificate) on February 15, 2008 toprovide for the rights and preferences of the Class A Preferred Units.

 

On March 2, 2009,the members approved an amendment to the Certificate (the “CertificateAmendment”) whereby if there is a purchase agreement executed by the Companyfor a sale of all or substantially all of the assets of the Company and the2008 Warrant has been exercised, then the Class A Convertible PreferredUnits shall be converted to the same number of Class A Common Units andfollowing the conversion the holder shall be entitled to receive a payment of$6,447 from the Company (the “Conversion Payment”), with the amount to be paidby the Company to the holder within 30 days after closing of the sale of all orsubstantially all of the Company’s assets.  On March 2, 2009, Land OLakes exercised their warrant and received the payment noted above.  Effective upon such a conversion of the Class AConvertible Preferred units to Class A Common units, the rights andpreferences related to the Class A Convertible Preferred units shall cease. The preferential payment was recognized as expense by the Company during thethree months ended May 31, 2009.

 

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| ** **                                  | ** ** | **Nine months ended** | ** **    |
|---------------------------------------------|------------|-----------------------|---------------|
| ** **                                  | ** ** | **May 31,**      | ** **    | **May 31,** | ** ** |
| ** **                                  | ** ** | **2009**              | ** **    | **2008** | ** ** |
|                                        |       |                  |          |   |   |
| Numerator                                   |       |                  |          |   |   |
| Net  income (loss)                          |       | $                     |  (12,376 | ) | $ |  9,284 |   |
|                                        |       |                  |          |   |   |
| Denominator                                 |       | 5,791                 |          | 5,431 |   |
| Weighted  average units outstanding         |       |                  |          |   |   |
|                                        |       |                  |          |   |   |
| Diluted  weighted average units outstanding |       | 5,791                 |          | 5,772 |   |
|                                        |       |                  |          |   |   |
| Basic  net income (loss) per share          |       | $                     |  (2.14   | ) | $ |  1.71 |   |
|                                        |       |                  |          |   |   |
| Diluted  net income (loss) per share        |       | $                     |  (2.14   | ) | $ |  1.61 |   |

 

7.  Use of Estimates.  The preparation of consolidated condensedfinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities andthe disclosure of contingent assets and liabilities at the date of the consolidatedcondensed financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ materiallyfrom those estimates.

 

8.  Capital Resources and Liquidity. TheCompany was a party to an Amended and Restated Credit Agreement, as amended,with Metropolitan Life Insurance Company as lender and CoBank, ACB as lenderand administrative agent (the “Credit Agreement”).  Commencing in March 2008, the Companyhad undertaken the pursuit of strategic alternatives as required under itscredit agreements.  On March 30,2009, the Company concluded the transaction to sell substantially all of itsassets to Rembrandt Enterprises, Inc. for $120,969 and the assumption ofcertain liabilities, with a subsequent adjustment to be made for workingcapital and other matters as agreed by the parties.  The Company used the proceeds of the sale tosatisfy all of its obligations to lenders under its credit agreements.  The transaction is more fully described on Form 8-Kdated March 30, 2009, and in Note 9 below.

 

9.  Sale to Rembrandt

 

The assets sold includedapproximately 6 million laying hens in modern, in-line facilities, eggprocessing plants, and delivery trucks. As part of the acquisition, Rembrandt acquired the Company’s 68%interest in AEI, LLC “AEI” and its 33.3% interest in United Mills “United Mills”.  AEI’s and United Mill’s results fromoperations have been included in the consolidated statement of operationsthrough the date of the sale. Additionally, Rembrandt assumed certain trade liabilities and accruedexpenses in conjunction with the sales transaction.

 

The following is asummary of the proceeds from the sale to Rembrandt:

 
| Cash  received from buyer |   | $      | 118,128 |   |
|---------------------------|--------|--------|---------|--------|
|                      |   |   |    |
| Cash  due form buyer      |   | 2,841  |    |
|                      |   |   |    |
| Total  sales price        |   | $      | 120,969 |   |

 

The final sales price andthe subsequent gain on the sale of the assets are subject to a working capitaladjustment.   Originally $4.25 millionwas held back by Rembrandt as part of the working capital adjustment.  This amount has subsequently been adjusted to$2.84 million as part of the working capital adjustment.  The Company and Rembrandt continue tonegotiate the final working capital adjustment. Management believes the amount currently due from Rembrandt is fullycollectible pursuant to the terms of the sale contract.

 

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As previously discussed,the Company used the proceeds from the sale of the assets to repaysubstantially all of its indebtedness. Additionally, distributions were made to unit holders in the amount of$3 per unit (approximately $19,291) on April 20, 2009.

 

Certain executives andmanagers of the Company were paid severance as a result of the proposedtransaction and also had unit awards as a result of incentive plans that vestedupon the closing of the transaction.  For the three months ended May 31, 2009, the Company recognized$2,530 of expense related to severance payments and $304 of expense related tothe accelerated vesting of the unit awards.

 

10.  Legal Proceedings.  Please refer to pages 61 and 62 ofSchedule 14A Definitive Proxy Statement dated March 10, 2009 for a fulldescription of legal matters.

 

11.  Subsequent Events.  Management has evaluated subsequent eventsthrough November 20, 2009.  TheCompany made an additional distribution to its unit holders of $0.40 per unitin the amount of $2,572 on September 24, 2009.

 

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**Item 2.  Management’sDiscussion and Analysis of Financial Condition and Results of Operations.**

 

**Forward-LookingStatements**

 

This Management’s Discussionand Analysis of Financial Condition and Results of Operations contains, inaddition to historical information, forward-looking statements that are basedon current expectations, beliefs, intentions or future strategies of themanagement of the New Midwest Company, formerly known as Golden Oval Eggs, LLC(“we”, “us”, “our”, or the “Company”). When used in this Management’sDiscussion and Analysis of Financial Condition and Results of Operations orelsewhere in this Quarterly Report on Form 10-Q, the words “believe,” “expect,”“anticipate,” “will,” “estimate” and similar verbs or expressions are intendedto identify such forward-looking statements.  If our management’sassumptions prove incorrect or should unanticipated circumstances arise, ouractual results could differ materially from those anticipated. Thesedifferences could be caused by a number of factors or combination of factorsincluding, but not limited to, those factors described in Part I, Item 1A.“Risk Factors” section of the Company’s Annual Report on Form 10-Kfor the year ended August 31, 2008, as well as those identified in otherfilings with the Securities and Exchange Commission.  Readers are stronglyurged to consider such factors when evaluating any forward-looking statement.The Company undertakes no obligation to update any forward-looking statementsto reflect future events or developments.

 

The following is adiscussion and analysis of our financial condition and results of operations asof and for the three month and nine months periods ended May 31, 2009 and2008. This section should be read in conjunction with the condensed financialstatements and related notes in Item 1 of this Quarterly Report and our AnnualReport on Form 10-K for the year ended August 31, 2008.

 

**Summary**

 

On March 30, 2009,the Company closed a transaction in which it sold substantially all of itsassets and ceased to operate.  All of itsemployees were terminated and a majority were offered employment by thepurchaser.  All production and salesfacilities were sold or otherwise transferred to the purchaser or shutdown.  As a part of the transaction, theCompany was required to change its name. The new name of the entity is The New Midwest Company LLC.  It maintains an office in Renville,Minnesota.   Subsequent to the sale theCompany has made certain distributions to the members.  The board of managers will determine, in itsdiscretion, when to make a subsequent proposal to the Company’s members toliquidate the Company.  The board of managers currently expects toconsider liquidation of the Company in late 2009.   See note 9 for a description of thetransaction.

 

Prior to the sale, theCompany produced a wide range of egg products, from unpasteurized liquid eggs,further processed egg products for other food manufacturers, and finished goodsfor sale to retailers and food service customers.  Products were sold toother food manufacturers, restaurants, supermarkets and foodservicedistributors.  The Company’s operatingincome or loss was materially affected by wholesale liquid egg prices, andpricing of further processed products which can fluctuate widely and areoutside of the Company’s control.  Liquideggs are a commodity product and prices fluctuate in response to supply/demandfactors.  The Company also sold a portionof its products under contracts at non-market prices.  Depending upon market circumstances, theprices generated by the Company’s nonmarket volume tend to be less or more thanwhat the prevailing open market prices would generate.

 

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**Resultsof Operations**

 

Results of Operations —Third Quarter Fiscal Year 2009 Compared to Third Quarter Fiscal Year 2008

 

*General    *The Company conductedoperations through March 30, 2009, with no sales or other operatingactivities for the period from March 31 to May 31, 2009, the end ofits third fiscal quarter.  As a result,all comparison are affected by comparing one month of operations against threein the third fiscal quarter of the prior fiscal year, resulting in skewedcomparisons.  Accordingly, most of thenarrative has been omitted.  The sale ofsubstantially all of the Company’s assets is reflected in the current reportingperiod.

 

*OtherIncome(Expense)*     Interestexpense declined from $(1.9) million to $(1.7) million due largely to the factthat all debt was paid in full at closing, reflecting only one month of expensecompared to three months in the prior period. However, since the debt was repaid, the company expensed the remainingbalance of deferred financing costs and included this in interest expense forthe quarter.  Preferential payments topreferred shareholder of $(6,447) were made under the terms of the agreementmodifying the subordinated note held by Land O’ Lakes and disclosed in an 8-Kfiling dated March 2, 2009 and became due and payable upon the change ofcontrol or sale of substantially all of the assets of the Company.  The company recorded a gain on the assetssold and liabilities assumed of $5,055. Transaction costs of $2,175 are included in the calculation of the gainand $304 of expense related to accelerated vesting of unit awards that occurredwith the change in control.  Severancecosts triggered by a change of control or termination under various employmentcontracts and agreements were expensed and recorded in Operating Costs for thequarter.  These costs were not previouslyaccrued as they were contingent upon a future event.  The amounts paid were in accordance withamounts disclosed in the Proxy statement and approved by unit holders.

 

*IncomeTaxes.      *As a limited liability company, theCompany expects to be treated as a partnership for federal income tax purposes.Therefore, the Company will pay no federal income tax and instead, the Company’smembers will include their pro-rata share of the Company’s net income or lossas an item of income for the purposes of their own federal income tax returns.

 

*NetIncome(Loss)*.     Operations for the third quarter ended May 31,2009 resulted in a loss of $(8.9) million, or a loss of $(1.39) perbasic members’ unit and $(1.39) per diluted members’ unit, as compared toincome of $2.75 million, or $0.51 per basic and $0.44 per diluted members’unit for the quarter ended May 31, 2008.

 

*Distributions.      *During the third quarter ending May 31, 2009 wemade distributions of $3.00 per unit holder from the sale proceeds.

 

Results of Operations —Nine Months ended May 31, 2009 Compared to Nine Months ended May 31,2008

 

*General. *The Company conductedoperations through March 30, 2009, with no sales or other operatingactivities for the period from March 31 to May 31, 2009, the end ofits third fiscal quarter.  As a result,all comparison are affected by comparing seven month of operations against ninein the prior fiscal year, resulting in skewed comparisons.  Accordingly, most of the narrative has beenomitted.  The sale of substantially allof the Company’s assets is reflected in the current reporting period.

 

*IncomeTaxes.*       As a limited liability company, theCompany expects to be treated as a partnership for federal income taxpurposes.  Therefore, the Company willpay no federal income tax and instead, the Company’s members will include theirpro-rata share of the Company’s net income as an item of income for thepurposes of their own federal income tax returns.

 

*NetIncome* (loss).        Net income for the nine months ended May 31,2009 resulted in a loss of $(12.4) million, or $(2.14) per weighted averageunits and diluted members’ unit of $(2.14), as compared to net income of $9.3million, or $1.71 per basic members’ unit weighted average and $1.61 perdiluted unit for the same period a year ago.

 

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**Liquidityand Capital Resources**

 

On March 30, 2009,the Company sold substantially all of its assets in a transaction withRembrandt.  The proceeds were used tosatisfy all outstanding indebtedness in full, including accrued interest,including facilities under its amended and restated credit agreements withCoBank ACB and MetLife, the series 1999 and 2001 bonds, and miscellaneoussmaller borrowings related to its Thompson, Iowa facility.  The Company’s working capital at May 31,2009, was $3.6 million compared to $(54.2) million at August 31,2008.  The Company distributed $3.00 per Class ACommon Unit for a total of $19.3 million. The Company’s remaining assets consist of $1.5 million of cash, prepaidinsurance of $0.4 million and a receivable of $2.8 million due from thepurchaser relating to post closing adjustments. Management expects the receivable will be fully collected.

 

**CriticalAccounting Policies and Estimates**

 

The above discussion andanalysis of our results of operations and financial condition are based uponour consolidated condensed financial statements, which have been prepared inaccordance with accounting principles generally accepted in the United States.  The preparation of these financial statementsrequires management to make estimates and judgments that affect the reportedamounts of assets, liabilities, revenues and expenses, and related disclosureof contingent assets and liabilities. These estimates form the basis for making judgments about the carryingvalues of assets and liabilities that are not readily apparent from othersources.  We base our estimates andjudgments on historical experience and on various other assumptions that webelieve are reasonable under the circumstances. However, future events may change and even the best estimates andjudgments may require adjustment.  For acomplete description of the Company’s significant accounting policies, pleasesee Note 1 to the consolidated financial statements in the Company’s AnnualReport on Form 10-K for the year ended August 31, 2008.  There have been no changes to criticalaccounting policies identified in our Annual Report on Form 10-K for theyear ended August 31, 2008.

 

Tangible Assets

 

We continually evaluatethe carrying value of our tangible assets for events or changes incircumstances that indicate that the carrying value may not berecoverable.  As part of thisreevaluation, if impairment indicators are present, we estimate the future cashflows expected to result from the use of this asset and its eventualdisposal.  During the third quarter offiscal year 2009, the company sold substantially all of its assets to RembrandtFoods and has no material tangible assets.

 

Intangible Assets

 

During the third quarterof fiscal year 2009, the company sold substantially all of its intangibleassets to Rembrandt Foods and has no intangible assets at May 31, 2009.

 

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**Impactof Recently Issued Accounting Pronouncements**

 

Please refer to Item 7, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” inour Annual Report form 10-K for the year ended August 31, 2008 for adiscussion of the impact of recently issued accounting pronouncements.

 

In December 2007,the FASB issued SFAS No. 160, “Noncontrolling Interests in ConsolidatedFinancial Statements- An amendment of Accounting Research Bulletin (“ARB”).”  SFAS No. 160 amends ARB No. 51 toestablish accounting and reporting standards for the noncontrolling interest ina subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interestin a subsidiary, which is sometimes referred to as minority interest, is anownership interest in the consolidated entity that should be reported as equityin the consolidated financial statements. Among other requirements, this statement requires consolidated netincome or loss to be reported at amounts that include the amounts attributableto both the parent and the noncontrolling interest.  It also requires disclosure, on the face ofthe consolidated statements of operations, of the amounts of consolidated netincome or loss attributable to the parent and to the noncontrollinginterest.  SFAS No. 160 is effectivefor fiscal years, and interim periods within those fiscal years, beginning onor after December 15, 2008. Accordingly, we adopted this statement effective May 31, 2009.  This statement is applied prospectively as ofthe beginning of the fiscal year in which this statement is initially adopted,except for the presentation and disclosure requirements.  The presentation and disclosure requirementsare applied retrospectively for all periods presented.  Accordingly, we have reclassified amounts inthe financial statements for all prior periods presented.

 

In April 2008, theFASB posted FSP SFAS No. 142-3, “Determination of the Useful Life ofIntangible Assets,” which applies to recognized intangible assets that areaccounted for pursuant to SFAS No. 142, “Goodwill and Other IntangibleAssets.”  FSP SFAS No. 142-3 amendsthe factors an entity must consider when developing renewal or extensionassumptions used in determining the useful life of a recognized intangibleasset.  It also requires entities toprovide certain disclosures about its assumptions.  FSP SFAS No. 142-3 is effective forfinancial statements issued for fiscal years beginning after December 15,2008 and interim periods within those fiscal years.  Accordingly, we adopted this statementeffective May 31, 2009.  There wasno material impact on the Company’s results of operations or financialcondition upon adoption of the new statement.

 

The FASB issued two newstatements in May 2008, SFAS No. 162, “The Hierarchy of GenerallyAccepted Accounting Principles,” and SFAS No. 163, “Accounting forFinancial Guaranty Insurance Contract, an interpretation of SFAS No. 60.”  SFAS No. 162 identifies sources ofaccounting principles and establishes a hierarchy of accounting principles tobe used in preparation of financial statements in conformity with generallyaccepted accounting principles for non governmental entities.  SFAS No. 162 is effective 60 daysfollowing Securities and Exchange Commission (“SEC”) approval of Public CompanyAccounting Oversight Board (“PCAOB”) amendments to AU Section 411.  The Company does not anticipate any impactwith the enactment of SFAS No. 162. SFAS No. 163 clarifies the recognition and measurement of claimliabilities in an insured financial obligation by insurance enterprises.  SFAS No. 163 is not applicable to theCompany.

 

In April 2009, theFASB issued FSP SFAS No. 107-1 and Accounting Principles Board (“APB”)Opinion No. 28-1, “Interim Disclosures about Fair Value of FinancialInstruments,” which amends SFAS No. 107, “Disclosures about Fair Value ofFinancial Instruments,” and APB Opinion No. 28, “Interim FinancialReporting,” to require an entity to provide interim disclosures about the fairvalue of all financial instruments within the scope of SFAS No. 107 and toinclude disclosures related to the methods and significant assumptions used inestimating those instruments.  This FSPis effective for interim and annual periods ending after June 15, 2009and, accordingly, the Company adopted it during the first quarter of fiscal2010.  Adoption of this FSP had nomaterial impact on the Company’s financial statements.  See Note 7 for these disclosures.

 

In May 2009, theFASB issued SFAS No. 165, “Subsequent Events.”  SFAS No. 165 establishes generalstandards of accounting for and disclosure of events that occur after thebalance sheet date but before financial statements are issued.  This statement does not apply to subsequentevents or transactions that are within the scope of other applicable generallyaccepted accounting principles that provide different guidance on theaccounting treatment for subsequent events or transactions. SFAS No. 165applies to both interim financial statements and annual financial statementsand should not result in significant changes in the subsequent events that arereported.  SFAS No. 165 introducesthe concept of financial statements being available to be issued.  It requires the disclosure of the datethrough which a Company has evaluated subsequent events and the basis for thatdate, whether that represents the 

 

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date the financialstatements were issued or were available to be issued.  SFAS No. 165 should alert all users offinancial statements that an entity has not evaluated subsequent events afterthat date in the set of financial statements being presented.  This statement is effective for interim orannual reporting periods ending after June 15, 2009.  The Company adopted this statement during thefirst quarter of fiscal 2010.

 

In October 2009, theFASB issued new U.S. GAAP guidance that requires an entity to allocate revenuearrangement consideration at the inception of an arrangement to all of itsdeliverables based on their relative selling prices (the relative-selling-pricemethod).  The guidance eliminates the useof the residual method of allocation, in which the undelivered element ismeasured at its estimated selling price and the delivered element is measuredas the residual of the arrangement consideration, and requires therelative-selling-price method in all circumstances in which an entityrecognizes revenue for an arrangement with multiple deliverables.  The new guidance must be adopted no laterthan the beginning of the first fiscal year beginning on or after June 15,2010, with early adoption permitted through either prospective application forrevenue arrangements entered into, or materially modified, after the effectivedate or through retrospective application to all revenue arrangements for allperiods presented.  The Company does notexpect the adoption of this guidance to have an effect on its consolidatedfinancial statements.

 

**Item 3.  Quantitativeand Qualitative Disclosures about Market Risk**

 

There have been nomaterial changes in the market risk reported in the Company’s Annual Report on Form 10-Kfor the fiscal year ended August 31, 2008.

 

**Item 4.  Controls andProcedures**

 

**Evaluationof Disclosure Controls and Procedures**

 

The Company’s ChiefExecutive Officer, Dana Persson, and Chief Financial Officer, Thomas A. Powell,have reviewed the Company’s disclosure controls and procedures as of the end ofthe period covered by this report. Based upon this review, they have concludedthat as of the date of the sale there was a continuing deficiency in theCompany’s disclosure controls and procedures as described in Part II, Item9A “Controls and Procedures” of the Company’s Annual Report on Form 10-Kfor the year ended August 31, 2008.  Effective with the sale, allemployees were terminated with former accounting department being utilized onan as need basis.

 

**Changesin Internal Control over Financial Reporting**

 

Effective with the sale,all employees, including those with responsibility for internal control overfinancial reporting were terminated. Reporting after the date is performed by prior employees on a contractedbasis and supervised by the Chief Financial Officer and Chief Executive Officerwho continue in their respective roles.

 

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**PART II.     OTHER INFORMATION**

 

**Item 1.  LegalProceedings**

 

***Environmental Proceedings***

 

Beginning in 2001, the Iowa Department of Natural Resources (IDNR)issued several Notices of Violation against GOE regarding alleged violations ofthe wastewater permit discharge limits for biochemical oxygen demand, totalsuspended solids, and ammonia nitrogen at the Thompson, Iowa facility.  On March 29, 2007, the Iowa AttorneyGeneral’s office filed suit against us requesting civil penalties andinjunctive relief against further permit violations.  To address theviolations, we decided to make certain capital infrastructure improvements tothe wastewater treatment facility totaling approximately$2.5 million.  The improvements were designed to ensure fullcompliance with the wastewater permit.

 

On July 14,2008, a Consent Order, Judgment and Decree was filed in Iowa District Court forWinnebago County.  The Order was a settlement with the Iowa AttorneyGeneral and obligated us to pay a $200,000 civil penalty to the State of Iowafor the alleged violations, and to complete the improvements to the Thompsonwastewater facility.  We paid the $200,000 civil penalty in July 2008and have since completed construction of the wastewater improvements andsatisfied all of our obligations under the Consent Order.

 

On July 8, 2009,an Acknowledgement of Satisfaction of Consent Order, Judgment and Decree wasfiled by the Iowa Attorney General in Iowa District Court for Winnebago Countythat stated that we had fully satisfied all aspects of the Consent Order.

 

**Item 1A.  Risk Factors**

 

Not applicable.

 

**Item 2.  UnregisteredSales of Equity Securities and Use of Proceeds**

 

None.

 

**Item 3.  Defaults UponSenior Securities**

 

None.

 

**Item 4.  Submission ofMatters to a Vote of Security Holders**

 

On March 10, 2009 aProxy was submitted to all Class A Common unit holders to approve the saleof substantially all of the Company’s assets, to change the name of theCompany, and to grant authority to adjourn the special meeting wherein thevotes were to be tabulated.  At a specialmeeting held on March 23, 2009 all three matters were overwhelminglyapproved.

 

**Item 5.  OtherInformation**

 

None.

 

**Item 6.  Exhibits**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                  |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                             |
| 31.1                 |       | Certification of the  Chief Executive Officer pursuant to Rule 13a-14(a) or  Rule 15d-14(a) of the Exchange Act.             |
|                 |       |                                                                                                                                             |
| 31.2                 |       | Certification of the  Chief Financial Officer pursuant to pursuant to Rule 13a-14(a) or  Rule 15d-14(a) of the Exchange Act. |
|                 |       |                                                                                                                                             |
| 32.1                 |       | Certification of the  Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350.                              |

 

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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 
|                          | The New Midwest  Company, LLC |
|-------------------------------|-------------------------------|
|                          |                          |   |
|                          |                          |   |
|                          | By:                           | /s/ Dana Persson |
|                          |                          | President and Chief  Executive Officer |
|                          |                          | (Principal Executive  Officer) |
|                          |                          |   |
|                          | By:                           | /s/ Thomas A. Powell |
|                          |                          | Vice President and  Chief Financial |
|                          |                          | Officer |
|                          |                          | (Principal Financial  and Accounting |
|                          |                          | Officer) |
|                          |                          |   |
|                          |                          |   |
| Date: November 24,  2009 |                          |   |

 

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