UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from to
 0-26192
(Commission File Number)
 MAKEMUSIC, INC.
  Minnesota
    
    41-1716250(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 
 
   
  
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
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MakeMusic, Inc.
 INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1 Condensed Financial Statements
    
    
    3Condensed Balance Sheets
March 31, 2009 and December 31, 2008
    
    
    3Condensed Statement of Operations
Three-month periods ended March 31, 2009 and 2008
    
    
    4Condensed Statements of Cash Flows
Three-month periods ended March 31, 2009 and 2008
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    9Item 4T Controls and Procedures
    
    
    15PART II. OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    16Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3 Defaults Upon Senior Securities
    
    
    16Item 4 Submission of Matters to a Vote of Security Holders
    
    
    16Item 5 Other Information
    
    
    16Item 6 Exhibits
    
    
    17Signatures
    
    
    18Exhibit Index
    
    
    19
 2




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##### 



PART I. FINANCIAL INFORMATION
 
 Item 1. Condensed Financial Statements.
 MakeMusic, Inc.
 
 Condensed Balance Sheets  (In thousands of U.S. dollars, except share and per share data)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    6,111
    
    
    $
    6,592Accounts receivable (net of allowance of $45 and $44 in
2009 and 2008, respectively)
    
    
    1,517
    
    
    
    1,397Inventories
    
    
    426
    
    
    
    465Prepaid expenses and other current assets
    
    
    368
    
    
    
    293Total current assets
    
    
    8,422
    
    
    
    8,747Property and equipment, net
    
    
    689
    
    
    
    673Capitalized software products, net
    
    
    2,679
    
    
    
    2,631Goodwill
    
    
    3,630
    
    
    
    3,630Other non-current assets
    
    
    9
    
    
    
    10Total assets
    
    
    15,429
    
    
    
    15,691Liabilities and Shareholders EquityCurrent liabilities:Current portion of capital lease obligations
    
    
    55
    
    
    $
    56Accounts payable
    
    
    451
    
    
    
    373Accrued compensation
    
    
    910
    
    
    
    1,170Other accrued liabilities
    
    
    240
    
    
    
    272Post contract support
    
    
    146
    
    
    
    146Reserve for product returns
    
    
    502
    
    
    
    382Current portion of deferred rent
    
    
    32
    
    
    
    30Deferred revenue
    
    
    2,175
    
    
    
    2,336Total current liabilities
    
    
    4,511
    
    
    
    4,765Capital lease obligations, net of current portion
    
    
    62
    
    
    
    76Deferred rent, net of current portion
    
    
    31
    
    
    
    39Shareholders equity:Common stock, $0.01 par value:Authorized shares - 10,000,000
Issued and outstanding shares - 4,662,173 and 4,635,529
in 2009 and 2008, respectively
    
    
    47
    
    
    
    46Additional paid-in capital
    
    
    65,874
    
    
    
    65,716Accumulated deficit
    
    
    (55,096
    )
    
    
    (54,951
    )Total shareholders equity
    
    
    10,825
    
    
    
    10,811Total liabilities and shareholders equity
    
    $
    15,429
    
    
    $
    15,691
  3




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##### 



MakeMusic, Inc.
 
 Condensed Statements of Operations  (In thousands of U.S. dollars, except share and per share data)
 3 MonthsEnded March 31,2009
    
    
    2008Notation revenue
    
    $
    2,528
    
    
    $
    2,556SmartMusic revenue
    
    
    1,156
    
    
    
    882Other revenue
    
    
    158
    
    
    
    184NET REVENUE
    
    
    3,842
    
    
    
    3,622COST OF REVENUES
    
    
    557
    
    
    
    507GROSS PROFIT
    
    
    3,285
    
    
    
    3,115OPERATING EXPENSES:Development expenses
    
    
    1,279
    
    
    
    1,113Selling and marketing expenses
    
    
    1,131
    
    
    
    1,175General and administrative expenses
    
    
    1,032
    
    
    
    985Total operating expenses
    
    
    3,442
    
    
    
    3,273LOSS FROM OPERATIONS
    
    
    (157
    )
    
    
    (158
    )Other, net
    
    
    14
    
    
    
    9Net loss before income tax
    
    
    (143
    )
    
    
    (149
    )Income tax expense
    
    
    2
    
    
    
    0Net loss
    
    
    ($145
    )
    
    
    ($149
    )Loss per common share:Basic and diluted
    
    
    ($0.03
    )
    
    
    ($0.03
    )Weighted average common shares outstanding:Basic and diluted
    
    
    4,644,410
    
    
    
    4,577,458
  4




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##### 



MakeMusic, Inc.
 
 Condensed Statements of Cash Flows  (In thousands of U.S. dollars)
 3 MonthsEnded March 31,2009
    
    
    2008Cash flows from operating activitiesNet loss
    
    
    ($145
    )
    
    
    ($149
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    237
    
    
    
    189Noncash stock based compensation
    
    
    158
    
    
    
    139Net changes in assets and liabilities:Accounts receivable
    
    
    (120
    )
    
    
    95Inventories
    
    
    39
    
    
    
    6Prepaid expenses and other current assets
    
    
    (75
    )
    
    
    11Accounts payable
    
    
    78
    
    
    
    (41
    )Accrued liabilities and product returns
    
    
    (178
    )
    
    
    (280
    )Deferred revenue
    
    
    (161
    )
    
    
    (48
    )Net cash used in operating activities
    
    
    (167
    )
    
    
    (78
    )Cash flows from investing activitiesPurchases of property and equipment
    
    
    (126
    )
    
    
    (70
    )Capitalized development and other intangibles
    
    
    (173
    )
    
    
    (509
    )Net cash used in investing activities
    
    
    (299
    )
    
    
    (579
    )Cash flows from financing activitiesProceeds from stock options and warrants exercised
    
    
    
    
    
    
    297Payments on capital leases
    
    
    (15
    )
    
    
    (14
    )Net cash (used) provided by financing activities
    
    
    (15
    )
    
    
    283Net decrease in cash and cash equivalents
    
    
    (481
    )
    
    
    (374
    )Cash and cash equivalents, beginning of period
    
    
    6,592
    
    
    
    6,041Cash and cash equivalents, end of period
    
    $
    6,111
    
    
    $
    5,667Supplemental disclosure of cash flow informationInterest on capital lease obligations
    
    $
    3
    
    
    $
    4Income taxes paid
    
    
    2
    
    
    
    
  5




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MakeMusic, Inc.
 
 Notes to Condensed Financial Statements
 Note 1
    
    Accounting Policies.The information
furnished in this report is unaudited but reflects all adjustments
that are necessary, in the opinion of management, for a fair
statement of the results for the interim period. The operating
results for three months ended March 31, 2009 are not necessarily
indicative of the operating results to be expected for the full
fiscal year. These statements should be read in conjunction with
the Companys most recent Annual Report on Form 10-K.Note 2
    
    Net Loss Per Share.Net loss per share was calculated by dividing
the net loss by the weighted average number of shares outstanding
during the period. The effect of options and warrants are excluded
for the three-month periods ended March 31, 2009 and 2008 because
the effect is anti-dilutive.Note 3
    
    Income Tax Expense.We did not record a benefit for income tax in
the three months ended March 31, 2009 and 2008 as the provision was
offset by an increase in the deferred tax asset valuation
allowance. Due to the uncertainty regarding the realization of our
federal deferred income tax assets and specifically the net
operating loss carry-forwards, we have recorded a valuation
allowance against our deferred income tax assets for 2009 and 2008.We have implemented FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxesan Interpretation of FASB Statement 109 (FIN 48), which clarifies the accounting
for uncertainty in tax positions. This Interpretation provides that the tax effects from an
uncertain tax position can be recognized in our financial statements, only if the position
is more likely than not of being sustained on audit, based on the technical merits of the
position. The provisions of FIN 48 were effective as of the beginning of fiscal 2007, with
the cumulative effect of the change in accounting principle recorded as an adjustment to
opening retained earnings. In the first quarter of 2007 we completed our review of uncertain
tax positions and recorded a FIN 48 reserve and corresponding reduction in our valuation
allowance of approximately $2,962,000. Due to the reduction in our valuation allowance the
adoption of FIN 48 did not have an effect on the net loss for the quarter ending March 31,
2007 and no adjustment was made to opening retained earnings. Interest and penalties related
to any uncertain tax positions would be accounted for as a long term liability with the
corresponding expense being charged to current period non-operating expense. As of March 31,
2009 and March 31, 2008, the company had recognized no liability related to interest or
penalties. The total amount of unrecognized tax benefits that if recognized would affect
our effective tax rate is zero based on the fact that we currently have a full reserve
against our unrecognized tax benefits.As of March 31, 2009 the FIN 48 reserve included within the deferred tax valuation allowance
was $3,142,000. There was no additional FIN 48 reserve recorded in the quarter ended March
31, 2009.As of March 31, 2009 and March 31, 2008, there are no open positions for which the
unrecognized tax benefits will significantly increase or decrease during the next twelve
months. Additionally, tax years still open for examination by Federal and major state
agencies as of March 31, 2009 are 2004-2008.Note 4
    
    Stock-Based Compensation.The MakeMusic, Inc. 2003 Equity Incentive Plan (the 2003 Plan),
as amended, reserves a total of 1,500,000 shares of our common stock for issuance under stock
options, restricted stock, performance awards and stock appreciation rights. The 2003 Plan is
administered by the Compensation Committee of the Board of Directors, which recommends to the
Board persons eligible to receive awards and the number of shares and/or options subject to
each award, the terms, conditions, performance measures, and other provisions of the award.
Readers should refer to Note 5 of our financial statements in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2008 for additional information related to our
stock-based compensation plans.We account for stock-based compensation arrangements with our employees and directors in
accordance with SFAS No. 123 (revised), Share-Based Payment (SFAS No. 123R). Under the
fair value recognition provisions of SFAS No. 123R we measure stock-based compensation cost
at the grant date based on the fair value of the award and recognize the compensation
expense over the requisite service period, which is
 6




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##### 



generally the vesting period. For the three months ended March 31, 2009 and 2008, we
recognized $158,000 and $139,000, respectively, of expense related to stock-based
compensation.Stock OptionsWe use the Black-Scholes option pricing model to estimate the fair value of stock-based
awards with the weighted average assumptions noted in the following table.
 March 31,
    
    March 31,2009
    
    2008Black-Scholes Model:Risk-free interest rate
    
    
    1.06
    %
    
    
    2.97
    %Expected life, in years
    
    
    4.1
    
    
    
    3.5Expected volatility
    
    
    75.40
    %
    
    
    67.17
    %Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
 Expected volatility is based on the historical volatility of our share price in the period
prior to option grant equivalent to the expected life of the options. The expected term is
based on managements estimate of when the option will be exercised which is generally
consistent with the vesting period. The risk-free interest rate for periods within the
contractual life of the option is based on the U.S. Treasury yield curve in effect at the
time of grant.Equity Award ActivityThe following table represents stock option and restricted stock activity under the 2003
Plan for the three months ended March 31, 2009:
 Weighted
    
    
    WeightedShares
    
    
    2003 Plan
    
    
    
    
    
    
    Average
    
    
    AverageReserved
    
    
    Restricted
    
    
    2003 Plan
    
    
    Option
    
    
    Remainingfor Grant
    
    
    Shares
    
    
    Option Shares
    
    
    Exercise Price
    
    
    Contract LifeAt December 31, 2008
    
    
    635,663
    
    
    
    
    
    
    
    659,855
    
    
    $
    4.50AuthorizedGranted
    
    
    (116,644
    )
    
    
    26,644
    
    
    
    90,000
    
    
    $
    3.30Expired
    
    
    
    
    
    
    
    
    
    
    (15,000
    )
    
    $
    4.89At March 31, 2009
    
    
    519,019
    
    
    
    26,644
    
    
    
    734,855
    
    
    $
    4.35
    
    
    2.3 YearsOutstanding
Exercisable at
March 31, 2009
    
    
    
    
    
    
    
    
    
    
    489,890
    
    
    $
    4.09
    
    
    1.8 Years
 At March 31, 2009 the aggregate intrinsic value of options outstanding was $37,000, and the
aggregate intrinsic value of options exercisable was $33,000.At March 31, 2009 there was $344,000 of unrecognized compensation cost related to nonvested
share-based option payments which is expected to be recognized over a weighted-average
period of 1.8 years. At March 31, 2009 there was $104,000 of unrecognized compensation cost
related to the issuance of restricted stock which is expected to be recognized over a
weighted-average period of 2.8 years.
 7




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##### 



Note 5
    
    New and Pending Accounting Pronouncements.In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations
(SFAS 141R), which replaces FASB Statement No. 141. SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non- controlling interest in the
acquiree and the goodwill acquired. The Statement also establishes disclosure requirements
that will enable users to evaluate the nature and financial effects of the business
combination. SFAS 141R is effective as of the beginning of an entitys fiscal year beginning
January 1, 2009. The company adopted FASB Statement 141R during the first quarter of 2009.
There has been no impact on the companys financial statements as a result of adoption.Note 6
    
    Segment Reporting.SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information(SFAS
131) requires an enterprise to report segment information in the same way that management
internally organizes its business for assessing performance and making decisions regarding
the allocation of resources.Effective January 1, 2009, MakeMusic began reporting results of operations by two unique
reportable segments, Notation and SmartMusic. Historically, net revenue has been reported
separately for these two product lines. However, direct and operating costs had not been
previously assessed or reported by segment and therefore prior year comparative costs are
not reported.The Notation segment includes the design, development and sales and marketing of music
notation software in the Finale family of products.The SmartMusic segment includes the design, development, amortization of capitalized song
title development and sales and marketing of the subscription-based SmartMusic product line
and related accessories.The remaining activities are included in Other. These are unallocated expenses which
include costs related to general and administrative and business systems functions performed
that are not directly attributable to a particular segment. Unallocated expenses are
reported in the reconciliation of the segment totals to consolidated totals as Other
items.Segment assets or other balance sheet information are not presented to management.
Therefore, information relating to segment assets is not presented.The following table presents results of operations by reportable segment:
 For the three months ended March 31, 2009(In thousands)Notation
    
    
    SmartMusic
    
    
    Other
    
    
    TotalNET REVENUE
    
    $
    2,617
    
    
    $
    1,225
    
    
    $
    
    
    
    $
    3,842COST OF REVENUES
    
    
    182
    
    
    
    375
    
    
    
    
    
    
    
    557GROSS PROFIT
    
    
    2,435
    
    
    
    850
    
    
    
    
    
    
    
    3,285OPERATING EXPENSES:Development expenses
    
    
    487
    
    
    
    482
    
    
    
    309
    
    
    
    1,278Selling and marketing expenses
    
    
    481
    
    
    
    456
    
    
    
    193
    
    
    
    1,130General and administrative expenses
    
    
    19
    
    
    
    16
    
    
    
    998
    
    
    
    1,033Total Operating Expenses
    
    
    988
    
    
    
    954
    
    
    
    1,500
    
    
    
    3,442Income/(Loss) from Operations
    
    
    1,447
    
    
    
    (104
    )
    
    
    (1,500
    )
    
    
    (157
    )Other Income/(Expense)
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    12NET INCOME/(LOSS)
    
    $
    1,447
    
    
    
    ($104
    )
    
    
    ($1,488
    )
    
    
    ($145
    )
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Overview
  
    
    Providing integrated technology, content and web services to enhance and expand how
music is taught, learned and prepared for performance.
    
    Providing music education content developers with a technology-enriched publishing
platform that leverages their copyrighted assets while simultaneously increasing the
content and value of the SmartMusic library.
    
    Offering software solutions for engraving and electronically distributing sheet
music.
 ® ®
    ® 
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##### 



Mar-08
    
    Jun-08
    
    Sep-08
    
    Dec-08
    
    Mar-09Total Subscriptions
    
    
    92,776
    
    
    
    95,632
    
    
    
    98,119
    
    
    
    106,584
    
    
    
    110,318Educator Accounts
    
    
    8,161
    
    
    
    8,165
    
    
    
    9,165
    
    
    
    9,185
    
    
    
    9,091Educators who have issued assignments*
    
    
    1,159
    
    
    
    1,282
    
    
    
    827
    
    
    
    1,436
    
    
    
    1,874Gradebook Teachers *
    
    
    498
    
    
    
    538
    
    
    
    247
    
    
    
    601
    
    
    
    829Site Licenses
    
    
    47
    
    
    
    97
    
    
    
    189
    
    
    
    212
    
    
    
    216
 
 *
    
    Annual statistics that restart on July 1 of each year reflecting the start of the school-year cycle     QuarterlyQuarter
    
    Beginning
    
    New
    
    Renewed
    
    Subscriptions
    
    Quarter End
    
    Net NewEnd Date
    
    Subscriptions
    
    Subscriptions
    
    Subscriptions
    
    Ended
    
    Subscriptions
    
    Subscriptions9/30/2008
    
    
    95,632
    
    
    
    20,347
    
    
    
    20,017
    
    
    
    37,877
    
    
    
    98,119
    
    
    
    2,48712/31/2008
    
    
    98,119
    
    
    
    17,907
    
    
    
    17,942
    
    
    
    27,384
    
    
    
    106,584
    
    
    
    8,4653/31/2009
    
    
    106,584
    
    
    
    10,609
    
    
    
    12,241
    
    
    
    19,116
    
    
    
    110,318
    
    
    
    3,734
  10




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##### 



Results of Operations
  3 Months Ended March 31,2009
    
    
    2008
    
    
    Incr (Decr)
    
    
    %($ in thousands)
    
    
    ($ in thousands)Notation revenue
    
    $
    2,528
    
    
    $
    2,556
    
    
    
    ($28
    )
    
    
    -1
    %SmartMusic revenue
    
    
    1,156
    
    
    
    882
    
    
    
    274
    
    
    
    31
    %Other revenue
    
    
    158
    
    
    
    184
    
    
    
    (26
    )
    
    
    -14
    %Net revenue
    
    
    3,842
    
    
    
    3,622
    
    
    
    220
    
    
    
    6
    %Cost of revenues
    
    
    557
    
    
    
    507
    
    
    
    50
    
    
    
    10
    %Gross profit
    
    
    3,285
    
    
    
    3,115
    
    
    
    170
    
    
    
    5
    %Percentage of net sales
    
    
    86
    %
    
    
    86
    %Development expense
    
    
    1,279
    
    
    
    1,113
    
    
    
    166
    
    
    
    15
    %Selling and marketing expense
    
    
    1,131
    
    
    
    1,175
    
    
    
    (44
    )
    
    
    -4
    %General and administrative expense
    
    
    1,032
    
    
    
    985
    
    
    
    47
    
    
    
    5
    %Total operating expense
    
    
    3,442
    
    
    
    3,273
    
    
    
    169
    
    
    
    5
    %Operating loss
    
    
    (157
    )
    
    
    (158
    )
    
    
    1
    
    
    
    1
    %Other income
    
    
    14
    
    
    
    36
    
    
    
    (22
    )
    
    
    -61
    %Net loss before taxes
    
    
    ($143
    )
    
    
    ($122
    )
    
    
    ($21
    )
    
    
    -17
    %Income tax provision
    
    
    (2
    )
    
    
    (27
    )
    
    
    25
    
    
    
    -93
    %Net loss
    
    
    ($145
    )
    
    
    ($149
    )
    
    $
    4
    
    
    
    3
    %
 11




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##### 



Comparison of the three-month period ended March 31, 2009 to the three-month period ended March 31,
2008
 Net revenue.
 ®
      12




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##### 



Gross profit.
 Development expense.
 Selling and marketing expense.
 General and administrative expense.
 Operating loss.
  Net loss
 Liquidity and capital resources.
  13




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##### 



14




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##### 



Item 4T. Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal controls
 Forward Looking and Cautionary Statements
 The preceding discussion and analysis should be read in conjunction with the financial statements
and notes thereto appearing elsewhere in this report. Managements Discussion and Analysis may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements provide current expectations or forecasts of future events
and can be identified by the use of terminology such as believe, estimate, expect, intend,
may, could, will, anticipate, and similar words or expressions. The forward-looking
statements in this report generally relate to: our expectations relating to future cash flows from
operations; our intent to focus specific marketing activities on SmartMusic and SmartMusic
Gradebook; our expectations regarding our target business model and future subscription growth for
SmartMusic; our anticipated development costs and sales and marketing expenses; our expectation
that amortization will increase as we add additional products and repertoire to SmartMusic; and our
beliefs relating to adequacy of capital resources. Forward-looking statements cannot be guaranteed
and actual results may vary materially due to the uncertainties and risks, known and unknown,
associated with such statements. MakeMusic cautions investors that many important factors have
affected, and in the future could affect our actual results of operations and cause such results to
differ materially from those anticipated in forward-looking statements made in this release and
elsewhere by MakeMusic or on its behalf. These factors include, but are not limited to: unforeseen
capital demands; the market acceptance of Finale, SmartMusic, SmartMusic Gradebook and other
products; the success of our direct sales efforts; the maintenance of strategic partnerships and
customer relationships; our ability to license titles from music publishers; the effectiveness of,
and our ability to implement, our target business model; the limited and fluctuating sales of
certain of our products; the intense competition that we face; the rapid technological changes and
obsolescence in software industry; our dependence on key personnel and the proprietary nature of
our technology; other general business and economic conditions (including changes to discretionary
spending by schools and students); and those risks described from time to time in our reports to
the Securities and Exchange Commission (including our Annual Report on Form 10-K). It is not
possible to foresee or identify all factors that could cause actual results to differ from expected
or historic results. As such, investors should not consider any list of such factors to be an
exhaustive statement of all of the risks, uncertainties or potentially inaccurate assumptions that
investors should take into account when making investment decisions. Shareholders and other readers
are cautioned not to place undue reliance on forward-looking statements, which speak only as of the
date on which they are made. We do not intend to update publicly or revise any forward-looking
statements.
 15




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##### 



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
      16




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Item 6. Exhibits
  17




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SIGNATURES
  Date: May 8, 2009
    MAKEMUSIC, INC.By:
    /s/ Ronald RaupRonald Raup, Chief Executive Officer(Principal Executive Officer)And:
    /s/ Karen L. VanDerBoschKaren L.VanDerBosch, Chief Financial Officer(Principal Financial Officer) 18




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EXHIBIT INDEX
 Form 10-Q
 Three months ended March 31, 2009
 Exhibit No.
    
    Description10.1
    
    Board Compensation Plan effective
February 15, 2007, as amended January 31, 2008 and as
further amended January 28, 2009  incorporated by
reference to Exhibit 10.6 to the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 200810.2*
    
    Executive Incentive Compensation Plan, as amended May 5, 200910.3*
    
    Employment Agreement dated May 8, 2009 between the Registrant and Ronald B. Raup10.4*
    
    Employment Agreement dated May 8, 2009 between the Registrant and Karen L. VanDerBosch31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 19