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 February 28, 2009;~~


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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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

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

Large ~~Accelerated Filer~~accelerated filer o		Accelerated ~~Filer~~filer o

~~Non-Accelerated Filer~~Non-accelerated filer x		Smaller ~~Reporting Company~~reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o No x

As of ~~April 24,~~November 20, 2009, there were ~~6,430.499~~6,430,499 of the Company’s Class A Units issued and outstanding.

Table of Contents

TABLE OF CONTENTS
The New Midwest Company, LLC
(formerly Golden Oval Eggs, LLC)
Form 10-Q
For ~~The~~the Quarter Ended ~~February 28,~~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

810
Item 3.
Quantitative and Qualitative Disclosures about Market Risk

14
Item 4.
Controls and Procedures

14

Part II
Other Information

Item 1.
Legal Proceedings

1415
Item 1A.
Risk Factors

15
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

1615
Item 3.
Defaults Upon Senior Securities

1615
Item 4.
Submission of Matters to a Vote of Security Holders

1615
Item 5.
Other Information

1615
Item 6.
Exhibits

1615

Signatures

16
17

Table of Contents

PART I.     FINANCIAL INFORMATION
Item 1. Consolidated Condensed Financial Statements
The New Midwest Company, LLC
Consolidated Condensed Balance Sheets
~~February 28, 2009 and August 31, 2008~~
(In Thousands)

May 31,

August 31,

February 28,
2009

August 31,
2008

2009

2008

(unaudited)

(unaudited)

Assets

Current assets

Cash and cash equivalents

$
735

$
4,289

$
1,503

$
4,289

Accounts receivable

11,319

15,861

—

15,861

Due from Rembrandt

2,841

—

Inventories

22,175

21,783

—

21,783

Restricted cash

975

2,212

—

2,212

Other current assets

1,432

1,229

399

1,229

Total current assets

36,636

45,374

4,743

45,374

Property, plant and equipment

Land and land improvements

11,649

11,649

—

11,649

Buildings

40,798

40,279

—

40,279

Leasehold improvements

378

943

—

943

Equipment

71,422

72,275

—

72,275

Construction in progress

2,353

317

—

317

126,600

125,463

—

125,463

Accumulated depreciation

(71,925
)
(67,674
)

—

(67,674
)
Total property, plant and equipment, net

54,675

57,789

—

57,789

Other assets

Investments

1,658

1,733

—

1,733

Intangible assets, net

13,218

13,962

Intangibles, net

—

13,962

Goodwill

22,858

22,858

—

22,858

Note receivable

480

248

—

248

Total other assets

38,214

38,801

—

38,801

Total assets

$
129,525

$
141,964

$
4,743

$
141,964

See accompanying notes to consolidated condensed financial statements

1

Table of Contents

February 28,
2009

August 31,
2008

May 31,

August 31,

(unaudited)

2009

2008

Liabilities and Members’ Equity

(unaudited)

Liabilities and Owners’ Equity

Current liabilities

Revolving line of credit

$
16,310

$
16,261

$
—

$
16,261

Accounts payable

6,861

9,531

330

9,531

Accrued interest

438

500

—

500

Accrued compensation

1,455

3,005

—

3,005

Other current liabilities

1,846

2,720

785

2,720

Current maturities of long-term debt

63,374

67,526

—

67,526

Total current liabilities

90,284

99,543

1,115

99,543

Long-term debt, less current maturities

6,316

6,420

—

6,420

Owners’ equity

Members’ equity

3,628

34,852

Members’ equity

31,541

34,852

Non-controlling interest in consolidated entities

1,394

1,149

Total members’ equity

32,925

36,001

Total liabilities and members’ equity

$
129,525

$
141,964

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 consolidated condensed financial statements

2

Table of Contents
The New Midwest Company, LLC
Consolidated Condensed Statements of Operations
~~For the Periods Ended February 28, 2009 and February 29, 2008~~
(In Thousands, ~~except per unit data)~~Except Per Unit Data)
(Unaudited)

Three Months Ended

Six Months Ended

February 28,
2009

February 29,
2008

February 28,
2009

February 29,
2008

Net sales

$
40,315

$
55,335

$
92,712

$
108,538

Cost of goods sold

38,712

51,949

86,854

101,067

Gross profit

1,603

3,386

5,858

7,471

Operating expenses

3,188

8,877

7,649

13,319

Loss from operations

(1,585
)
(5,491
)
(1,791
)
(5,848
)

Other income (expense)

Interest expense

(1,353
)
(2,480
)
(3,077
)
(5,209
)
Non-controlling interest in income of consolidated entities

(154
)
(81
)
(143
)
(104
)
Other income

269

342

1,574

694

Forgiveness of debt

—

17,000

—

17,000

Total other income (expense)

(1,238
)
14,781

(1,646
)
12,381

Net income (loss)

$
(2,823
)
$
9,290

$
(3,437
)
$
6,533

Weighted average Members’ units outstanding

5,509

5,431

5,508

5,431

Net income (loss) per Members’ unit, basic

$
(0.51
)
$
1.71

$
(0.62
)
$
1.20

Net income (loss) per Members’ unit, diluted

$
(0.51
)
$
1.67

$
(0.62
)
$
1.17

Distributions per unit

$
—

$
—

$
—

$
—

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 consolidated condensed financial statements

3

Table of Contents
The New Midwest Company, LLC
Consolidated Condensed Statements of Cash Flows
~~For the Periods Ended February 28, 2009 and February 29, 2008~~
(In Thousands)
(Unaudited)

Six Months Ended

February 28,
2009

February 29,
2008

Cash flows from operating activities

Net income (loss)

$
(3,437
)
$
6,533

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation

5,086

5,376

Amortization

744

948

Gain on sale of property, plant & equipment

(181
)
—

Asset impairment

—

3,531

Gain on debt forgiveness

—

(17,000
)
Stock vesting (SFAS 123R)

116

26

Changes in operating assets and liabilities

Accounts receivable

4,542

(887
)
Inventories

(392
)
(1,393
)
Other current assets

(203
)
(414
)
Accounts payable

(2,670
)
1,124

Accruals and other current liabilities

(2,486
)
1,313

Minority interest

245

125

Net cash provided (used) by operating activities

1,364

(718
)

Cash flows from investing activities

Purchases of property, plant and equipment

(2,163
)
(152
)
Proceeds from sale of property, plant and equipment

372

—

Advance of note receivable

(232
)
(162
)
Retirement of investment in other cooperatives

75

37

Net cash used by investing activities

(1,948
)
(277
)

Cash flows from financing activities

Net increase in revolving line of credit

49

2,811

Payments of long-term debt

(4,256
)
(1,484
)
(Increase) decrease in restricted cash

1,237

(332
)
Net cash provided (used) by financing activities

(2,970
)
995

Net increase (decrease) in cash and cash equivalents

(3,554
)
—

Cash and cash equivalents - beginning of period

4,289

—

Cash and cash equivalents - end of period

$
735

$
—

Supplementary disclosures of cash flow information

Cash paid during the period for:

Interest, net of capitalized interest of $152 and $109 during 2009 and 2008, respectively

$
3,077

$
1,962

Supplementary disclosures of non-cash transactions

Debt forgiveness

$
—

17,000

Warrant issued for 880,492 Class A Convertible Preferred Units

—

3,242

Forefiture of stock compensation by departing employee

33

Class A units issued as payment of accrued officer bonus

202

—

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 consolidated condensed financial statements

4

Table of Contents
The New Midwest Company, LLC
~~Notes to~~ Consolidated Condensed ~~Financial~~ Statements of Cash Flows (cont.)
~~February 28, 2009 and August 31, 2008~~
(In ~~Thousands Except Unit Data)~~Thousands)
(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 consolidated condensed financial statements
5

Table of Contents

1. Organization. Golden Oval Eggs, LLC (the “Company”) was organized as a Delaware limited liability company to effect the reorganization of Midwest Investors of Renville, Inc. (the “Cooperative”) effective August 31, 2004. The Cooperative was incorporated as a cooperative under the laws of the state of Minnesota in March 1994. The Company operates as the Cooperative’s successor and its operations are a continuance of the operations of the Cooperative. The accompanying consolidated condensed financial statements for all periods presented are those of the Company.

On March 30, 2009, ~~Golden Oval Eggs, LLC (the “Company”) and its affiliates GOECA, LP, GOEMCA, Inc., and Midwest Investors of Iowa, Cooperative (collectively “Seller”) completed~~ the ~~sale of all or~~Company closed a transaction in which it sold substantially all of its assets ~~used~~and ceased to operate. All of its employees were terminated and a majority were offered employment by the purchaser. All production and sales facilities were sold or otherwise transferred to the purchaser or shut down. As a part of the transaction, the Company 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 the Company has made certain distributions to the members. The board of managers will determine, in its ~~business of producing, processing, and distributing value added egg products (the “Asset Sale”)~~discretion, when to ~~Rembrandt Enterprises, Inc. (the “Purchaser”) for~~make a purchase price of $122,987,000. The Asset Sale was conducted pursuant to the terms and conditions previously disclosed by the Company of a Purchase and Sale Agreement (the “Purchase Agreement”) dated December 15, 2008 among Seller and Purchaser. The Purchase Agreement was filed as Exhibit 10.20subsequent proposal to the Company’s ~~Annual Report on Form 10-K as filed on December 23, 2008 with~~members to liquidate the ~~Securities and Exchange Commission for the fiscal year ended August 31, 2008.~~Company. The ~~cash payment received by~~board of managers currently expects to consider liquidation of the Company ~~at closing was $118,687,000 with $2,500,000 held back~~ in ~~connection with~~late 2009.   See note 9 for a description of the ~~Closing Working Capital Adjustment, as described in the Purchase Agreement, and an additional $1,800,000 held back in connection with certain adjustments agreed to by the parties.~~transaction.

2. Basis of ~~Presentation~~Presentation. The accompanying consolidated condensed balance sheet as of August 31, 2008, which has been derived from audited consolidated financial statements, and the unaudited interim consolidated condensed financial statements at ~~February 28,~~May 31, 2009 and for the three-month and nine month periods ended ~~February 28,~~May 31, 2009 and ~~February 29,~~ 2008 of the Company have been prepared in accordance with generally accepted accounting principles for interim financial reporting and Securities and Exchange Commission rules and regulations. Certain information normally included in financial statements and related footnotes prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods presented. These consolidated condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2008. The results of operations for the ~~period~~periods ended ~~February 28, 2009~~May 31, 2008 are not necessarily indicative of results to be expected for any other interim period or for the entire ~~year.~~ ~~The statements were prepared on a going concern basis~~year and ~~do not reflect~~ the ~~sale~~board of ~~substantially all~~managers expects to consider liquidation of the assets of the company on March 30, 2009, one month after the reporting period. No provisions for any contingent liabilities, such as success fees, accelerated vesting of benefits, severance payments or other transaction costs are reflectedCompany in ~~the reporting period. Since the sale price equaled the carrying value of the assets sold and liabilities assumed, no adjustment for fair value is reflected.~~late 2009.

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

February 28,
2009

August 31,
2008

(unaudited)

Hens and pullets

$
16,044

$
14,024

Eggs and egg products

3,339

3,987

Feed, supplies and other

2,792

3,772

Total inventories

$
22,175

$
21,783

5

~~Table of Contents~~

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~~Agreements. Golden Oval Eggs, LLC, Midwest Investors of Iowa Cooperative and GOECA, LP are parties to a Credit Agreement that was originally entered into on September 13, 2004, and subsequently amended. With the last amendment effective August 29, 2008, the maturity date of ~~$2,500 of~~ a short term revolving note 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 extended to March 1, 2009. We have historically financed our working capital needs through the Credit Agreement and, to the extent of our cash flow, from operations. The Credit Agreement, as amended, requires the Company, among other things, to generate monthly EBITDA of at least $1,000 for the term of the Credit Agreement. In addition, the amendment requires payments into an escrow account to fund improvements to wastewater processing facilities at the Thompson, Iowa location. The amounts required and made are $200 per month for September, October and November, and $100 for December. The Company was in compliance with all
6

Table of Contents
covenants under the Credit 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 of the Company be utilized to repay all indebtedness on or before March 1, 2009. The requirement was extended until April 15, ~~2009. Accordingly, all bank debt has been classified as a current liability. The~~2009 at which point and time the Company ~~concluded~~repaid the ~~sale of substantially all of its assets on March 30, 2009. Please see Form 8-K dated March 30, 2009 for a fuller discussion of the sale.~~indebtedness in full. See Note 9.

5. Stock Based ~~Compensation~~Compensation. The Company has bonus and compensation plans in place for management. Under these agreements management may receive up to 50% of certain performance bonuses in the form of Class A Units. The Company accrues for management bonuses during the year based upon the estimated amount that will be earned by year end. Upon approval by the Board of Managers, the bonuses are paid to management. The number of units to be issued is based upon the estimated value of the Class A Units at the time the bonus is awarded. For the three months ended ~~February 28,~~May 31, 2008 and 2009, ~~44,876 Class A Units were awarded to management at a value of $4.50 per Unit. For the three months ended February 29, 2008,~~ no Class A Units were issued to management.

The Class A Units are nontransferable and subject to forfeiture ratably over the following three years. The employee must be employed on the anniversary date of issuance to avoid forfeiture. In the event that termination of the employee occurs, the Company will record any forfeiture of units as a reduction to compensation expense in the period in which the forfeiture occurs. There were no forfeitures for the three months ended ~~February 28,~~May 31, 2009 ~~nor~~or for the quarter ended ~~February 29,~~May 31, 2008. In the event of a change of control, the vesting period accelerates. ~~Please see Schedule 14A,~~Effective with the ~~Definitive Proxy Statement, pages 35 and 36, for a more complete discussion. In the event~~sale to Rembrandt all remaining units vested resulting in approximately $304 of ~~a change of control, the vesting of the units granted is accelerated. No compensation expense for recognition of the accelerated vesting has been included in the presentation.~~expense.

The members of the Board of Managers are granted 2,000 Class A Units for each year served on the board following each year of service. The Company recognizes compensation expense for these awards based upon the fair value on the date they are granted. The unit value was calculated at $1.87 per unit and 11,666 units were issued on May 29, 2008 for a total expense of $21,815. For the three months ended ~~February 28,~~May 31, 2009, ~~and February 29, 2008~~ no units were awarded to the Board of Managers.

6

~~Table of Contents~~
6. Earnings per ~~Share~~Unit. Basic net income (loss) per unit was calculated by dividing net income (loss) by the ~~weighted average~~weighted-average number of Class A common units outstanding during the period. Diluted net income (loss) per unit was calculated by dividing net income (loss) by the ~~weighted average~~weighted-average number of Class A common units outstanding during the period plus the dilutive effects of the Warrant. On March 2, 2009, the holder of the Warrant exercised its rights to purchase 880,492 units of newly created Convertible Class A Preferred Units. Convertible Class A Preferred units representing ~~146,749~~340,628 units were included in the calculation of diluted net income per members’ ~~unit.~~unit for three months end May 31, 2008.

February 28,
2009

February 29,
2008

Numerator

Net income (loss)

$
(3,437
)
$
6,533

Denominator

Weighted average units outstanding

5,509

5,431

Diluted weighted average units outstanding

5,509

5,578

Basic profit (loss) per share

$
(0.62
)
$
1.20

Diluted profit (loss) per share

$
(0.62
)
$
1.17

As previously disclosed by the Company, on May 23, 2006, the Company entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”) with Land O’ Lakes, Inc. (“LOL”) and certain other parties. On February 15, 2008, the Agreement was amended (the “Purchase Agreement Amendment”) to reduce the purchase price under the Purchase Agreement. In connection with the Purchase Agreement Amendment, the Company issued LOL a warrant (the “2008 Warrant”) to purchase 880,492 of its newly-created Class A Preferred units. The Board of Managers of the Company adopted the Certificate of Designation of Class A Convertible Preferred Units (as amended, the “Certificate) on February 15, 2008 to provide for the rights and preferences of the Class A Preferred Units.
On March 2, 2009, the members approved an amendment to the Certificate (the “Certificate Amendment”) whereby if there is a purchase agreement executed by the Company for a sale of all or substantially all of the assets of the Company and the 2008 Warrant has been exercised, then the Class A Convertible Preferred Units shall be converted to the same number of Class A Common Units and following 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 paid by the Company to the holder within 30 days after closing of the sale of all or substantially all of the Company’s assets. On March 2, 2009, Land O Lakes exercised their warrant and received the payment noted above. Effective upon such a conversion of the Class A Convertible Preferred units to Class A Common units, the rights and preferences related to the Class A Convertible Preferred units shall cease. The preferential payment was recognized as expense by the Company during the three months ended May 31, 2009.
7

Table of Contents

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

8. Capital Resources and ~~Liquidity and Sale of Substantially All Assets.~~Liquidity. The Company was a party to an Amended and Restated Credit Agreement, as amended, with Metropolitan Life Insurance Company as lender and CoBank, ACB as lender and administrative agent (the “Credit Agreement”). Commencing in March 2008, the Company had undertaken the pursuit of strategic alternatives as required under its credit agreements. On March 30, 2009, the Company concluded the transaction to sell substantially all of its assets to Rembrandt Enterprises, Inc. for ~~$122,987~~$120,969 and the assumption of certain liabilities, with a subsequent adjustment to be made for working capital and other matters as agreed by the parties. The Company used the proceeds of the sale to satisfy all of its obligations to lenders under its credit agreements. ~~As part of the transation, the Company changed its name to “The New Midwest Company LLC”.~~ The transaction is more fully described on Form 8-K dated March 30, ~~2009.~~2009, and in Note 9 below.

9.Sale to Rembrandt
The assets sold included approximately 6 million laying hens in modern, in-line facilities, egg processing 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 from operations have been included in the consolidated statement of operations through the date of the sale. Additionally, Rembrandt assumed certain trade liabilities and accrued expenses in conjunction with the sales transaction.
The following is a summary 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 and the subsequent gain on the sale of the assets are subject to a working capital adjustment.   Originally $4.25 million was 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 to negotiate the final working capital adjustment. Management believes the amount currently due from Rembrandt is fully collectible 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 repay substantially 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 and managers of the Company were paid severance as a result of the proposed transaction and also had unit awards as a result of incentive plans that vested upon 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 to the accelerated vesting of the unit awards.
10. Legal Proceedings. Please refer to pages 61 and 62 of Schedule 14A Definitive Proxy Statement dated March 10, 2009 for a full description of legal matters.

711. Subsequent Events. Management has evaluated subsequent events through November 20, 2009. The Company made an additional distribution to its unit holders of $0.40 per unit in the amount of $2,572 on September 24, 2009.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains, in addition to historical information, forward-looking statements that are based on current expectations, beliefs, intentions or future strategies of the management of the New Midwest Company, formerly known as Golden Oval Eggs, LLC (“we”, “us”, “our”, or the “Company”). When used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations or elsewhere in this Quarterly Report on Form 10-Q, the words “believe,” “expect,” “anticipate,” “will,” “estimate” and similar verbs or expressions are intended to identify such forward-looking statements. If our management’s assumptions prove incorrect or should unanticipated circumstances arise, our actual results could differ materially from those anticipated. These differences could be caused by a number of factors or combination of factors including, but not limited to, those factors described in Part I, Item 1A. “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended August 31, 2008, as well as those identified in other filings with the Securities and Exchange ~~Commission, in particular Form 14 A the Proxy in which unit holder approval was sought for the sale of substantially all of the assets of the Company.~~Commission. Readers are strongly urged to consider such factors when evaluating any forward-looking statement. The Company undertakes no obligation to update any forward-looking statements to reflect future events or developments.

The following is a discussion and analysis of our financial condition and results of operations as of and for the three month and nine months periods ended ~~February 28,~~May 31, 2009 and ~~February 29,~~ 2008. This section should be read in conjunction with the condensed financial statements and related notes in Item 1 of this Quarterly Report and our Annual Report on Form 10-K for the year ended August 31, ~~2008 and Schedule 14A definitive Proxy Statement dated March 10, 2009.~~2008.

Summary

~~Golden Oval Eggs, LLC~~On March 30, 2009, the Company closed a transaction in which it sold substantially all of its assets and ceased to operate. All of its employees were terminated and a majority were offered employment by the purchaser. All production and sales facilities were sold or otherwise transferred to the purchaser or shut down. As a part of the transaction, the Company was required to change its name. The new name of the entity is ~~a Delaware limited liability company, primarily engaged in the business of producing, processing, marketing and distributing egg products.~~ The New Midwest Company ~~operates five production facilities in the United States.~~LLC. It maintains ~~its headquarters~~an office in Renville, ~~Minnesota and~~Minnesota.   Subsequent to the sale the Company has made certain distributions to the members. The board of managers will determine, in its discretion, when to make a ~~sales office~~subsequent proposal to the Company’s members to liquidate the Company. The board of managers currently expects to consider liquidation of the Company in ~~Plymouth, Minnesota.~~late 2009.   See note 9 for a description of the transaction.

~~The~~Prior to the sale, the Company ~~produces~~produced a wide range of egg products, from unpasteurized liquid eggs, further processed egg products for other food manufacturers, and finished goods for sale to retailers and food service customers. Products ~~are~~were sold to other food manufacturers, restaurants, supermarkets and foodservice distributors.
The Company produces approximately two-thirds of its annual needs from eggs produced at layer barns at the Company’s Renville, Minnesota and Thompson, Iowa facilities. The remainder is satisfied from purchases of eggs or liquid product under a variety of pricing arrangements with third partiers.
The Company’s operating income or loss iswas materially affected by wholesale liquid egg prices, and pricing of further processed products which can fluctuate widely and are outside of the Company’s control. Liquid eggs are a commodity product and prices fluctuate in response to supply/demand factors. The Company also ~~sells~~sold a portion of its products under contracts at non-market prices. Depending upon market circumstances, the prices generated by the Company’s ~~non-market~~nonmarket volume tend to be less or more than what the prevailing open market prices would generate.

The Company’s cost of production is materially affected by feed, purchased egg and liquid egg costs, which averaged well over half of the Company’s total production costs in the second quarter of fiscal 2009.
On March 30, 2009, the company sold substantially all of its assets. The company continued to operate in the usual and ordinary course up to the close, and the purchaser continued operations without interruption. No transaction costs or other gains or losses relating to the transaction are reflected in the results of operations for the reporting period.
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Results of Operations

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

~~Net Sales~~General                   ~~Net~~The Company conducted operations through March 30, 2009, with no sales or other operating activities for the ~~second~~period from March 31 to May 31, 2009, the end of its third fiscal quarter. As a result, all comparison are affected by comparing one month of operations against three in the third fiscal quarter of ~~fiscal 2009 were $40.3 million, a decline of $15.0 million, or 27.1% below the second quarter in~~ the prior fiscal ~~year. Pounds sold~~year, resulting in skewed comparisons. Accordingly, most of the narrative has been omitted. The sale of substantially all of the Company’s assets is reflected in the second quarter were 64.2 million, a decrease of 5.4 million, or 7.8 % less than the same period year ago. The average selling price per pound sold decreased from $0.745 to $0.579, a decrease of $0.166, or 22.3 %, as a result of lower selling prices experienced in an environment of sharply lower demand and priced liquid egg markets.
~~Cost of goods sold.~~              Cost of goods sold for the second quarter of fiscal 2009 was $38.7 million, a decrease of $13.2 million, or 25.5%, as compared to the second quarter of fiscal 2008. The decrease is primarily a result of decreases in the cost of feed, purchased eggs and purchased liquid eggs.
~~Operating expenses.~~ Operating expenses for the second quarter of fiscal 2009 were $3.2 million, a decrease of $5.7 million, or 64.1%, as compared to the second quarter of fiscal 2008. The majority of the decline is due to asset impairment charges recorded for discontinued operations in the prior year period, as well as provisions for withdrawal from certain unprofitable markets also in the prior yearcurrent reporting period.

~~Total other income (expense).~~Other Income(Expense)     ~~Total other~~Interest expense declined from $(1.9) million to $(1.7) million due largely to the fact that all debt was paid in full at closing, reflecting only one month of expense compared to three months in the prior period. However, since the debt was repaid, the company expensed the remaining balance of deferred financing costs and included this in interest expense for the ~~second quarter~~quarter. Preferential payments to preferred shareholder of fiscal 2009 was $1.2 million, compared to income of $14.8 million in the prior year period. The primary reason for the decrease in total other income was the cancellation of the $17.0 million note we issued Land O’Lakes in connection with the amendment of$(6,447) were made under the terms of the ~~MoArk Acquisition~~agreement modifying the subordinated note held by Land O’ Lakes and disclosed in an 8-K filing dated March 2, 2009 and became due and payable upon the change of control or sale of substantially all of the assets of the Company. The company recorded a gain on the assets sold and liabilities assumed of $5,055. Transaction costs of $2,175 are included in the ~~prior year period. Interest~~calculation of the gain and $304 of expense ~~decreased $1.1 million primarily due~~related to ~~lower interest rates~~accelerated vesting of unit awards that occurred with the change in control. Severance costs triggered by a change of control or termination under various employment contracts and toagreements were expensed and recorded in Operating Costs for the ~~elimination of interest on~~quarter. These costs were not previously accrued as they were contingent upon a future event. The amounts paid were in accordance with amounts disclosed in the ~~cancelled note.~~Proxy statement and approved by unit holders.

Income Taxes.       As a limited liability company, the Company 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’s members will include their pro-rata share of the Company’s net income or loss as an item of income for the purposes of their own federal income tax returns.

Net ~~Income (Loss)~~Income(Loss).     Operations for the ~~second~~third quarter ended ~~February 28,~~May 31, 2009 resulted in a loss of ~~$(2.8)~~$(8.9) million, or a loss of ~~$(0.51)~~$(1.39) per basic members’ unit and $(1.39) per diluted members’ unit, as compared to ~~a profit~~income of ~~$9.3~~$2.75 million, or ~~$1.71~~$0.51 per basic ~~members’ unit~~ and ~~$1.67~~$0.44 per diluted members’ unit for the quarter ended ~~February 29,~~May 31, 2008.

~~The Company’s financial performance in~~Distributions.       During the ~~current~~third quarter ~~may not be indicative~~ending May 31, 2009 we made distributions of ~~future quarters due to seasonal factors and volatility in both selling prices and cost of materials purchased, as well as industry factors in an intensely competitive industry.~~
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~~Table of Contents~~$3.00 per unit holder from the sale proceeds.

Results of Operations — ~~Six~~Nine Months ended ~~February 28,~~May 31, 2009 Compared to ~~Six~~Nine Months ended ~~February 29,~~May 31, 2008

~~Net Sales~~General. ~~Net~~The Company conducted operations through March 30, 2009, with no sales or other operating activities for the ~~first half~~period from March 31 to May 31, 2009, the end of its third fiscal ~~2009 were $92.7 million,~~quarter. As a ~~decrease~~result, all comparison are affected by comparing seven month of ~~$15.8 million, or 14.6% less than the sales of the first half of~~operations against nine in the prior fiscal ~~year.~~year, resulting in skewed comparisons. Accordingly, most of the narrative has been omitted. The ~~decrease~~sale of substantially all of the Company’s assets is due to lower average selling prices per pound for liquid eggs for the first half of fiscal 2009 of $0.657 versus $0.735 for the first half of fiscal year 2008, a decrease of $0.078, or 10.6%. Pounds soldreflected in the ~~first half were 130.1 million, a decrease of 18.3 million, or 12.3% over the same period year ago.~~
~~Cost of Goods Sold~~             Cost of goods sold for the first half of fiscal 2009 was $86.8 million, a decrease of $14.2 million or 14.1% of the figure for the first half of fiscal 2008. The decline was essentially in line with the sales decline, and attributed to lower volumes and lower commodity costs, in particular corn as it came off the highs of the summer of 2008.
~~Operating Expenses~~            Operating expenses for the first half of fiscal 2009 were $7.6 million, a decrease of $5.7 million, or 46.2%, from the first half of fiscal 2008. The decline is primarily attributable to charges recorded in the prior year for asset impairment of $3.7 million recorded for discontinued operations at the Abbeville and California processing facilities, and a Land O’Lakes licensing agreement that was recorded on our balance sheet statements as an intangible asset, as well as provisions for exiting unprofitable markets.
~~Total Other Income (Expense)~~          ~~Total other income swung to expense of $(1.6) million from income of $12.4 million, a decrease of $14.0 million for the~~current reporting period. The primary reason for the decrease in other income was the cancellation of the $17.0 million note we issued to Land O’Lakes in connection with the amendment of the terms of the MoArk Acquisition in the first half of the prior period. Interest expense decreased by $2.1 million, due in approximately equal measure to lower interest rates and the elimination of interest on the cancelled note.

Income ~~Taxes~~Taxes.       As a limited liability company, the Company 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’s members will include their pro-rata share of the Company’s net income as an item of income for the purposes of their own federal income tax returns.

Net Income ~~(Loss)~~   ~~Operations~~ (loss).        Net income for the ~~six~~nine months ended ~~February 28,~~May 31, 2009 resulted in a loss of ~~$(3.4)~~$(12.4) million, or ~~$(0.62)~~$(2.14) per ~~basic~~weighted average units and diluted members’ unit of $(2.14), as compared to ~~a profit~~net income of ~~$6.5~~$9.3 million, or ~~$1.20~~$1.71 per basic members’ unit weighted average and ~~$1.17~~$1.61 per diluted ~~members’~~ unit for the same period a year ago.

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Liquidity and Capital Resources

On March 30, 2009, the Company sold substantially all of its assets in a transaction with Rembrandt. The proceeds were used to satisfy all outstanding indebtedness in full, including accrued interest, including facilities under its amended and restated credit agreements with CoBank ACB and MetLife, the series 1999 and 2001 bonds, and miscellaneous smaller borrowings related to its Thompson, Iowa facility. The Company’s working capital at ~~February 28,~~May 31, 2009, was ~~$(53.6)~~$3.6 million compared to $(54.2) million at August 31, 2008. ~~In both cases, amounts~~The Company distributed $3.00 per Class A Common Unit for a total of $19.3 million. The Company’s remaining assets consist of $1.5 million of cash, prepaid insurance of $0.4 million and a receivable of $2.8 million due ~~under the credit agreements have been accelerated, as they were anticipated to be and subsequently were paid~~ from the ~~proceeds of~~purchaser relating to post closing adjustments. Management expects the sale of substantially all of the Company’s assets, anticipated to close less than twelve months from the end of the prior fiscal year. In both periods, absent the acceleration, the Company’s working capital wouldreceivable will be positive. The Company’s current ratio was 0.4 at February 28, 2009 compared to 0.5 at August 31, 2008, also affected by the debt acceleration. Without the acceleration, in both periods the Company’s current ratio would exceed 1.0.
Effective August 29, 2008, the Company entered into an amendment to its credit agreements that provided for the resumption of principal payments on its Tranche A and Tranche B Term Loans, in the aggregate amount of $692,000 per month, extended the termination date on a $2.5 million short term note to March 1, 2009, extended the termination date of the revolving line of credit to March 1, 2009, and required monthly deposits into an escrow account to be used for improvements to the Thompson, Iowa waste water processing facility. The payments are $200,000 for September 2008, October 2008 and November 2008 and $100,000 for December 2008. All payments were made. The dates were extended until April 15, 2009. The Company is also required to maintain a minimum EBITDA of $1.0 million for each month through March 1, 2009. No events of default have been declared in the period ending February 28, 2009. The Company is current on all interest and principal payments, including those to the trustee for the bonds.
As previously reported, on December 15, 2008, the Company entered into a definitive agreement to sell substantially all of its assets for $123.75 million plus the assumption of certain liabilities, to be adjusted for working capital at close. The transaction closed on March 30, 2009. The transaction is reported in more detail on Form 8-K dated March 30, 2009.
The Company’s long-term debt at February 28, 2009, including current maturities, was $69.7 million compared to $73.9 million at August 31, 2008. As of February 28, 2009, $16.3 million has been drawn against the $17.5 revolving line of credit, compared to $16.3 million as of August 31, 2008. Substantially all trade receivables and inventories collateralize the Company’s line of credit, and property, plant and equipment collateralize the Company’s long-term debt under its credit agreement. Obligations to the lenders were paid in full at closing.
Net cash flow provided from operations was $1.4 million for the first half of fiscal 2009 compared to a deficit of $(0.7) million in the first half of fiscal 2008. Principal payments on long-term debt for the first half of fiscal 2009 were $4.3 million and additions to fixed assets were $2.2 million. There were no distributions to unit holders during the first half of fiscal 2009. An additional $0.3 million was added to restricted cash to provide for principal and interest payments on the 1999 and 2001 bonds due in January 2009 and for the next payments due in July 2009 and an additional $0.1 million was deposited into the escrow account to fund improvements at the Thompson, Iowa wastewater processing facility.
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~~Table of Contents~~fully collected.

Critical Accounting Policies and Estimates

The above discussion and analysis of our results of operations and financial condition are based upon our consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events may change and even the best estimates and judgments may require adjustment. For a complete description of the Company’s significant accounting policies, please see Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended August 31, 2008. There have been no changes to critical accounting policies identified in our Annual Report on Form 10-K for the year ended August 31, 2008.

Tangible Assets
We continually evaluate the carrying value of our tangible assets for events or changes in circumstances that indicate that the carrying value may not be recoverable. As part of this reevaluation, if impairment indicators are present, we estimate the future cash flows expected to result from the use of this asset and its eventual disposal. During the third quarter of fiscal year 2009, the company sold substantially all of its assets to Rembrandt Foods and has no material tangible assets.
Intangible Assets
During the third quarter of fiscal year 2009, the company sold substantially all of its intangible assets to Rembrandt Foods and has no intangible assets at May 31, 2009.
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Impact of Recently Issued Accounting Pronouncements

Please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”,~~Operations,” in our Annual Report form 10-K for the year ended August 31, 2008 for a discussion of the impact of recently issued accounting ~~pronouncements~~pronouncements.

In December 2007, the FASB ~~approved the issuance of~~issued SFAS No. 160, ~~Noncontrolling~~“Noncontrolling Interests in Consolidated Financial ~~Statements—an~~Statements- An amendmentof Accounting Research Bulletin (“ARB”).” SFAS No. 160 amends ARB No. 51 ~~(“SFAS 160”). SFAS 160 will change the~~ to establish accounting and reporting standards for ~~minority interests, which will now be termed~~ ~~noncontrolling interests~~~~. SFAS 160 requires~~the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income or loss to be ~~presented as a separate component~~reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of ~~equity and requires~~ the ~~amount~~consolidated statements of operations, of the amounts of consolidated net income or loss attributable to the parent and to the noncontrolling ~~interest to be separately identified on the consolidated statement of operations.~~interest. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. ~~We do not expect adoption~~Accordingly, we adopted this statement effective May 31, 2009. This statement is applied prospectively as of ~~SFAS 160 to~~the beginning of the fiscal year in which this statement is initially adopted, except for the presentation and disclosure requirements. The presentation and disclosure requirements are applied retrospectively for all periods presented. Accordingly, we have ~~any impact on our consolidated~~reclassified amounts in the financial ~~position, results of operations or cash flows.~~statements for all prior periods presented.

~~In December 2007, the FASB issued SFAS No. 141 (revised 2007),~~ ~~Business Combinations~~ (“SFAS 141R”). SFAS 141R establishes the requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements for business combinations. SFAS 141R is effective for annual periods beginning after December 31, 2008 and should be applied prospectively for all business combinations entered into after the date of adoption. SFAS 141R will have an impact on our accounting for business combinations once adopted on December 15, 2008.
In March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment to FASB Statement No. 133. FAS 161 establishes the disclosure requirements for derivative instruments and hedging activities and expands the disclosure requirements of statement 133. The effective date for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 which for us begins with our 2010 fiscal year. Golden Oval is reviewing FASB 161 but anticipates very little impact to the Company.
In April 2008, the FASB ~~issued FASB Staff Position~~posted FSP SFAS No. ~~FAS~~ 142-3, ~~“Determination~~“Determination of the Useful Life of Intangible ~~Assets”~~ (“Assets,” which applies to recognized intangible assets that are accounted for pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP ~~142-3”). FSP~~SFAS No. 142-3 amends the factors ~~that should be considered in~~an entity must consider when developing renewal or extension assumptions used ~~to determine~~in determining the useful life of a recognized intangible ~~asset under FASB Statement~~asset. It also requires entities to provide certain disclosures about its assumptions. FSP SFAS No. ~~142,~~ ~~“Goodwill and Other Intangible Assets”~~ and requires enhanced disclosures relating to: (a) the entity’s accounting policy on the treatment of costs incurred to renew or extend the term of a recognized intangible asset; (b) in the period of acquisition or renewal, the weighted-average period prior to the next renewal or extension (both explicit and implicit), by major intangible asset class and (c)142-3 is effective for ~~an entity that capitalizes renewal or extension costs, the total amount of costs incurred in the period to~~
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~~renew or extend the term of a recognized intangible asset~~financial statements issued for ~~each period for which a statement of financial position is presented, by major intangible asset class. FSP 142-3 must be applied prospectively to all intangible assets acquired as of and subsequent to~~ fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. ~~Early~~Accordingly, we adopted this statement effective May 31, 2009. There was no material impact on the Company’s results of operations or financial condition upon adoption ~~is prohibited. We are currently evaluating~~of the ~~impact that FAS No. 142-3 will have on our financial statements.~~new statement.

The FASB issued two new statements in May 2008, ~~FASB Statement~~SFAS No. 162, ~~The~~“The Hierarchy of Generally Accepted Accounting Principles,” and ~~FASB Statements~~SFAS No. 163, ~~Accounting~~“Accounting for Financial Guaranty Insurance Contract, an interpretation of ~~FASB~~SFAS No. 60. ~~FASB~~” SFAS No. 162 identifies sources of accounting principles and establishes a hierarchy of accounting principles to be used in preparation of financial statements in conformity with ~~GAAP~~generally accepted accounting principles for non governmental entities. ~~FASB~~SFAS No. 162 is effective 60 days following ~~SEC~~Securities and Exchange Commission (“SEC”) approval of Public Company Accounting Oversight Board ~~(PCAOB)~~(“PCAOB”) amendments to AU ~~section~~Section 411. The Company does not anticipate any impact with the enactment of ~~FASB~~SFAS No. 162. ~~FASB~~SFAS No. 163 clarifies the recognition and measurement of claim liabilities in an insured financial obligation by insurance enterprises. ~~FASB~~SFAS No. 163 is not applicable to the Company.
In April 2009, the FASB issued FSP SFAS No. 107-1 and Accounting Principles Board (“APB”) Opinion No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” and APB Opinion No. 28, “Interim Financial Reporting,” to require an entity to provide interim disclosures about the fair value of all financial instruments within the scope of SFAS No. 107 and to include disclosures related to the methods and significant assumptions used in estimating those instruments. This FSP is effective for interim and annual periods ending after June 15, 2009 and, accordingly, the Company adopted it during the first quarter of fiscal 2010. Adoption of this FSP had no material impact on the Company’s financial statements. See Note 7 for these disclosures.
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. This statement does not apply to subsequent events or transactions that are within the scope of other applicable generally accepted accounting principles that provide different guidance on the accounting treatment for subsequent events or transactions. SFAS No. 165 applies to both interim financial statements and annual financial statements and should not result in significant changes in the subsequent events that are reported. SFAS No. 165 introduces the concept of financial statements being available to be issued. It requires the disclosure of the date through which a Company has evaluated subsequent events and the basis for that date, whether that represents the

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date the financial statements were issued or were available to be issued. SFAS No. 165 should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. This statement is effective for interim or annual reporting periods ending after June 15, 2009. The Company adopted this statement during the first quarter of fiscal 2010.
In October 2009, the FASB issued new U.S. GAAP guidance that requires an entity to allocate revenue arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices (the relative-selling-price method). The guidance eliminates the use of the residual method of allocation, in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration, and requires the relative-selling-price method in all circumstances in which an entity recognizes revenue for an arrangement with multiple deliverables. The new guidance must be adopted no later than the beginning of the first fiscal year beginning on or after June 15, 2010, with early adoption permitted through either prospective application for revenue arrangements entered into, or materially modified, after the effective date or through retrospective application to all revenue arrangements for all periods presented. The Company does not expect the adoption of this guidance to have an effect on its consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures ~~About~~about Market Risk

There have been no material changes in the market risk reported in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2007.~~2008.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer, Dana Persson, and Chief Financial Officer, Thomas A. Powell, have reviewed the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon this review, they have concluded that as of the date of the sale there iswas a continuing deficiency in the Company’s disclosure controls and procedures as described in Part II, Item 9A “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended August 31, 2008. ~~As a result of this deficiency,~~Effective with the ~~Company’s filing of this Quarterly Report~~sale, all employees were terminated with former accounting department being utilized on Form 10-Q was not timely. As of December 15, 2008, the Company has entered into a definitive agreement to sell substantially all of the Company’s assets to a non-reporting Company, and has chosen to devote its limited resources to the preparation of a proxy for a unit holder vote which took place on March 23, 2009. The transaction closed on March 30, 2009.an as need basis.

Changes in Internal Control over Financial Reporting

~~There have been no changes in~~Effective with the sale, all employees, including those with responsibility for internal control over financial reporting ~~that occurred during~~were terminated. Reporting after the ~~fiscal quarter covered~~date is performed by ~~this report that have materially affected, or are reasonably likely to materially affect,~~prior employees on a contracted basis and supervised by the ~~Company’s internal control over financial reporting.~~Chief Financial Officer and Chief Executive Officer who continue in their respective roles.
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PART II.     OTHER INFORMATION

Item 1. Legal Proceedings

~~Please refer~~Environmental Proceedings
Beginning in 2001, the Iowa Department of Natural Resources (IDNR) issued several Notices of Violation against GOE regarding alleged violations of the wastewater permit discharge limits for biochemical oxygen demand, total suspended solids, and ammonia nitrogen at the Thompson, Iowa facility. On March 29, 2007, the Iowa Attorney General’s office filed suit against us requesting civil penalties and injunctive relief against further permit violations. To address the violations, we decided to ~~pages 61~~make certain capital infrastructure improvements to the wastewater treatment facility totaling approximately $2.5 million. The improvements were designed to ensure full compliance with the wastewater permit.
On July 14, 2008, a Consent Order, Judgment and 62Decree was filed in Iowa District Court for Winnebago County. The Order was a settlement with the Iowa Attorney General and obligated us to pay a $200,000 civil penalty to the State of ~~Schedule 14A Definitive Proxy Statement dated March 10, 2009~~Iowa for the alleged violations, and to complete the improvements to the Thompson wastewater facility. We paid the $200,000 civil penalty in July 2008 and have since completed construction of the wastewater improvements and satisfied all of our obligations under the ~~heading “Legal Proceedings” for an update.~~Consent Order.

14

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

Item 1A. Risk Factors

As of the date of this filing, there have been no material changes in the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2008. Readers are urged to consider that information when analyzing the material contained in this report.Not applicable.
15

~~Table of Contents~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

~~Three matters were~~On March 10, 2009 a Proxy was submitted to ~~a vote of security~~all Class A Common unit holders ~~as more fully described in Schedule 14A Definitive Proxy Statement dated March 10, 2009. The special meeting was held March 23, 2009 and all three matters were approved. The matters were~~ to approve the sale of substantially all of the Company’s assets, ~~to Rembrandt Enterprises, Inc.,~~ to change the name of the Company, ~~to “The New Midwest Company LLC”,~~ and to grant ~~certain persons the~~ authority to adjourn the special meeting ~~for~~wherein the ~~purpose of soliciting additional proxies.~~votes were to be tabulated. At a special meeting held on March 23, 2009 all three matters were overwhelmingly approved.

Item 5. Other Information

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~~1350.

1615

Table of Contents

SIGNATURES

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

~~THE NEW MIDWEST COMPANY~~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~~

Officer
(Principal Financial and Accounting ~~Officer)~~
Officer)

Date: ~~May 7,~~November 24, 2009

1716

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		810
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		14
Item 4.	Controls and Procedures		14

Part II	Other Information
Item 1.	Legal Proceedings		1415
Item 1A.	Risk Factors		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1615
Item 3.	Defaults Upon Senior Securities		1615
Item 4.	Submission of Matters to a Vote of Security Holders		1615
Item 5.	Other Information		1615
Item 6.	Exhibits		1615

Signatures		16		17

							May 31,		August 31,
	February 28, 2009			August 31, 2008			2009		2008
	(unaudited)						(unaudited)
Assets

Current assets
Cash and cash equivalents	$	735		$	4,289		$	1,503	$	4,289
Accounts receivable	11,319			15,861			—		15,861
Due from Rembrandt							2,841		—
Inventories	22,175			21,783			—		21,783
Restricted cash	975			2,212			—		2,212
Other current assets	1,432			1,229			399		1,229
Total current assets	36,636			45,374			4,743		45,374

Property, plant and equipment

Land and land improvements	11,649			11,649			—		11,649
Buildings	40,798			40,279			—		40,279
Leasehold improvements	378			943			—		943
Equipment	71,422			72,275			—		72,275
Construction in progress	2,353			317			—		317
	126,600			125,463			—		125,463
Accumulated depreciation	(71,925		)	(67,674		)	—		(67,674		)
Total property, plant and equipment, net	54,675			57,789			—		57,789

Other assets
Investments	1,658			1,733			—		1,733
Intangible assets, net	13,218			13,962
Intangibles, net							—		13,962
Goodwill	22,858			22,858			—		22,858
Note receivable	480			248			—		248
Total other assets	38,214			38,801			—		38,801

Total assets	$	129,525		$	141,964		$	4,743	$	141,964

	Three Months Ended						Six Months Ended
	February 28, 2009			February 29, 2008			February 28, 2009			February 29, 2008
Net sales	$	40,315		$	55,335		$	92,712		$	108,538

Cost of goods sold	38,712			51,949			86,854			101,067

Gross profit	1,603			3,386			5,858			7,471

Operating expenses	3,188			8,877			7,649			13,319

Loss from operations	(1,585		)	(5,491		)	(1,791		)	(5,848		)

Other income (expense)
Interest expense	(1,353		)	(2,480		)	(3,077		)	(5,209		)
Non-controlling interest in income of consolidated entities	(154		)	(81		)	(143		)	(104		)
Other income	269			342			1,574			694
Forgiveness of debt	—			17,000			—			17,000
Total other income (expense)	(1,238		)	14,781			(1,646		)	12,381

Net income (loss)	$	(2,823	)	$	9,290		$	(3,437	)	$	6,533

Weighted average Members’ units outstanding	5,509			5,431			5,508			5,431

Net income (loss) per Members’ unit, basic	$	(0.51	)	$	1.71		$	(0.62	)	$	1.20

Net income (loss) per Members’ unit, diluted	$	(0.51	)	$	1.67		$	(0.62	)	$	1.17

Distributions per unit	$	—		$	—		$	—		$	—

	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		$	—

	February 28, 2009			February 29, 2008
Numerator
Net income (loss)	$	(3,437	)	$	6,533

Denominator
Weighted average units outstanding	5,509			5,431

Diluted weighted average units outstanding	5,509			5,578

Basic profit (loss) per share	$	(0.62	)	$	1.20

Diluted profit (loss) per share	$	(0.62	)	$	1.17

Cash received from buyer	$	118,128

Cash due form buyer	2,841

Total sales price	$	120,969

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~~1350.

	~~THE NEW MIDWEST COMPANY~~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~~
		Officer
		(Principal Financial and Accounting ~~Officer)~~
		Officer)


Date: ~~May 7,~~November 24, 2009