x
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
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For the fiscal quarter ended September 30, 2012
|
|
|
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Commission file number 000-50254
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Page No.
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|
|
|
|
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September 30, 2012
|
|
December 31, 2011*
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,752,193
|
|
|
$
|
11,225,659
|
|
Accounts receivable
|
3,939,434
|
|
|
4,259,385
|
|
||
Other receivables
|
85,664
|
|
|
172,296
|
|
||
Inventory
|
11,333,617
|
|
|
10,680,451
|
|
||
Due from broker
|
1,451,331
|
|
|
907,349
|
|
||
Derivative financial instruments
|
2,452,359
|
|
|
29,263
|
|
||
Prepaid expenses
|
73,495
|
|
|
126,031
|
|
||
Total current assets
|
21,088,093
|
|
|
27,400,434
|
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||
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|
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|
||||
PROPERTY AND EQUIPMENT
|
|
|
|
||||
Land
|
676,096
|
|
|
676,097
|
|
||
Land improvements
|
2,665,358
|
|
|
2,665,358
|
|
||
Buildings
|
8,330,927
|
|
|
8,088,853
|
|
||
Equipment
|
39,182,038
|
|
|
39,097,266
|
|
||
Construction in progress
|
554,057
|
|
|
—
|
|
||
|
51,408,476
|
|
|
50,527,574
|
|
||
Less accumulated depreciation
|
(25,999,194
|
)
|
|
(24,053,888
|
)
|
||
Net property and equipment
|
25,409,282
|
|
|
26,473,686
|
|
||
|
|
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|
||||
OTHER ASSETS
|
|
|
|
||||
Goodwill
|
10,395,766
|
|
|
10,395,766
|
|
||
Investments
|
3,065,788
|
|
|
2,972,091
|
|
||
Other
|
101,780
|
|
|
150,875
|
|
||
Total other assets
|
13,563,334
|
|
|
13,518,732
|
|
||
|
|
|
|
||||
TOTAL ASSETS
|
$
|
60,060,709
|
|
|
$
|
67,392,852
|
|
|
|
|
|
||||
|
|
|
|
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|
||||
|
September 30, 2012
|
|
December 31, 2011*
|
||||
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
||||
|
|
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|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
6,280,785
|
|
|
10,778,861
|
|
||
Accrued liabilities
|
500,885
|
|
|
763,526
|
|
||
Derivative financial instruments
|
515,750
|
|
|
1,226,705
|
|
||
Current portion of guarantee payable
|
52,145
|
|
|
52,145
|
|
||
Current portion of notes payable
|
285,158
|
|
|
387,489
|
|
||
Total current liabilities
|
7,634,723
|
|
|
13,208,726
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
|
|
|
||||
Notes payable, net of current maturities
|
231,008
|
|
|
446,166
|
|
||
Guarantee payable, net of current portion
|
43,266
|
|
|
43,266
|
|
||
Total long-term liabilities
|
274,274
|
|
|
489,432
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
|
|
|
|
||||
MEMBERS' EQUITY (29,620,000 units issued and outstanding)
|
52,151,712
|
|
|
53,694,694
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES AND MEMBERS' EQUITY
|
$
|
60,060,709
|
|
|
$
|
67,392,852
|
|
|
|
|
|
||||
|
|
|
|
|
Three Months
Ended September 30, 2012 |
|
Three Months
Ended September 30, 2011 |
|
Nine Months Ended
September 30, 2012 |
|
Nine Months Ended
September 30, 2011 |
||||||||
|
|
|
|
|
|
|
|
||||||||
REVENUES
|
$
|
34,424,396
|
|
|
$
|
37,567,181
|
|
|
$
|
97,273,527
|
|
|
$
|
109,967,989
|
|
|
|
|
|
|
|
|
|
||||||||
COSTS OF REVENUES
|
33,114,047
|
|
|
34,008,510
|
|
|
95,231,086
|
|
|
95,651,902
|
|
||||
|
|
|
|
|
|
|
|
||||||||
GROSS PROFIT
|
1,310,349
|
|
|
3,558,671
|
|
|
2,042,441
|
|
|
14,316,087
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES
|
649,491
|
|
|
759,043
|
|
|
2,176,884
|
|
|
2,273,070
|
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME (LOSS) FROM OPERATIONS
|
660,858
|
|
|
2,799,628
|
|
|
(134,443
|
)
|
|
12,043,017
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
||||||||
Interest and other income
|
6,467
|
|
|
403,450
|
|
|
29,083
|
|
|
460,612
|
|
||||
Equity in net income of investments
|
62,402
|
|
|
77,885
|
|
|
93,697
|
|
|
189,976
|
|
||||
Interest and other expense
|
(29,145
|
)
|
|
(52,565
|
)
|
|
(50,318
|
)
|
|
(158,063
|
)
|
||||
Total other income
|
39,724
|
|
|
428,770
|
|
|
72,462
|
|
|
492,525
|
|
||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME (LOSS)
|
$
|
700,582
|
|
|
$
|
3,228,398
|
|
|
$
|
(61,981
|
)
|
|
$
|
12,535,542
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC AND DILUTED EARNINGS (LOSS) PER UNIT
|
$
|
0.02
|
|
|
$
|
0.11
|
|
|
$
|
—
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
||||||||
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING FOR THE CALCULATION OF BASIC & DILUTED EARNINGS (LOSS) PER UNIT
|
29,620,000
|
|
|
29,620,000
|
|
|
29,620,000
|
|
|
29,620,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DISTRIBUTIONS DECLARED PER UNIT
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2012 |
|
Nine Months Ended September 30, 2011
|
||||
|
|
|
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
(61,981
|
)
|
|
$
|
12,535,542
|
|
Changes to net income (loss) affecting cash and cash equivalents
|
|
|
|
||||
Depreciation and amortization
|
1,994,401
|
|
|
2,079,800
|
|
||
Equity in net income of investments
|
(93,697
|
)
|
|
(189,976
|
)
|
||
Gain on litigation settlement
|
—
|
|
|
(380,994
|
)
|
||
Gain on sale of property and equipment
|
—
|
|
|
(9,300
|
)
|
||
(Increase) decrease in
|
|
|
|
||||
Receivables
|
406,582
|
|
|
(478,664
|
)
|
||
Inventory
|
(653,166
|
)
|
|
877,147
|
|
||
Prepaid expenses
|
52,537
|
|
|
49,757
|
|
||
Derivative financial instruments and due from broker
|
(3,678,033
|
)
|
|
(565,799
|
)
|
||
Increase (decrease) in
|
|
|
|
|
|||
Accounts payable
|
(4,516,788
|
)
|
|
(2,258,958
|
)
|
||
Accrued and other liabilities
|
(262,641
|
)
|
|
(203,104
|
)
|
||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(6,812,786
|
)
|
|
11,455,451
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Litigation settlement
|
—
|
|
|
1,000,000
|
|
||
Purchase of property and equipment
|
(862,191
|
)
|
|
(38,811
|
)
|
||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
(862,191
|
)
|
|
961,189
|
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Decrease in outstanding checks in excess of bank balance
|
—
|
|
|
(584,412
|
)
|
||
Principal payments on short-term notes payable
|
—
|
|
|
(1,872,000
|
)
|
||
Principal payments on long-term notes payable
|
(317,489
|
)
|
|
(1,634,302
|
)
|
||
Distributions paid to LACP members
|
(1,481,000
|
)
|
|
(5,924,000
|
)
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
(1,798,489
|
)
|
|
(10,014,714
|
)
|
||
|
|
|
|
|
|||
NET INCREASE (DECREASE) IN CASH
|
(9,473,466
|
)
|
|
2,401,926
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
11,225,659
|
|
|
637,804
|
|
||
|
|
|
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
1,752,193
|
|
|
$
|
3,039,730
|
|
|
|
|
|
||||
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
53,031
|
|
|
$
|
261,627
|
|
Capital expenditures in accounts payable
|
$
|
18,711
|
|
|
$
|
—
|
|
|
|
Balance Sheet Classification
|
|
September 30, 2012
|
|
December 31, 2011*
|
||||
Forward contracts
|
|
Current Assets
|
|
$
|
2,457,224
|
|
|
$
|
38,213
|
|
Futures contracts
|
|
Current Assets
|
|
$
|
272,313
|
|
|
$
|
1,012,825
|
|
Forward contracts
|
|
(Current Liabilities)
|
|
$
|
(4,865
|
)
|
|
$
|
(1,264,918
|
)
|
Futures contracts
|
|
(Current Liabilities)
|
|
$
|
(788,063
|
)
|
|
$
|
(983,562
|
)
|
|
|
Statement of Income
|
|
Three Months Ended September 30,
|
||||||
|
|
Classification
|
|
2012
|
|
2011
|
||||
Net realized and unrealized gains (losses) related to purchase contracts:
|
|
|
|
|
|
|
||||
Futures contracts
|
|
Cost of Revenues
|
|
$
|
(5,076,551
|
)
|
|
$
|
(1,233,860
|
)
|
Forward contracts
|
|
Cost of Revenues
|
|
$
|
3,650,203
|
|
|
$
|
(869,690
|
)
|
|
|
Statement of Income
|
|
Nine Months Ended September 30,
|
||||||
|
|
Classification
|
|
2012
|
|
2011
|
||||
Net realized and unrealized gains (losses) related to purchase contracts:
|
|
|
|
|
|
|
||||
Futures contracts
|
|
Cost of Revenues
|
|
$
|
(5,551,028
|
)
|
|
$
|
647,376
|
|
Forward contracts
|
|
Cost of Revenues
|
|
$
|
2,891,825
|
|
|
$
|
(3,996,370
|
)
|
|
|
September 30, 2012
|
|
December 31, 2011*
|
||||
Raw materials
|
|
$
|
6,758,863
|
|
|
$
|
7,617,243
|
|
Finished goods
|
|
2,561,110
|
|
|
1,283,093
|
|
||
Work in process
|
|
1,021,883
|
|
|
901,551
|
|
||
Parts inventory
|
|
991,761
|
|
|
878,564
|
|
||
|
|
$
|
11,333,617
|
|
|
$
|
10,680,451
|
|
Years Ending September 30,
|
|
Amount
|
||
2013
|
|
$
|
285,158
|
|
2014
|
|
209,210
|
|
|
2015
|
|
21,798
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
September 30, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
272,313
|
|
|
$
|
272,313
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
2,457,224
|
|
|
$
|
—
|
|
|
$
|
2,457,224
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
(788,063
|
)
|
|
$
|
(788,063
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
(4,865
|
)
|
|
$
|
—
|
|
|
$
|
(4,865
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2011*
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
1,012,825
|
|
|
$
|
1,012,825
|
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
38,213
|
|
|
$
|
—
|
|
|
$
|
38,213
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments, futures contracts
|
|
$
|
(983,562
|
)
|
|
$
|
(983,562
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
forward contracts
|
|
$
|
(1,264,918
|
)
|
|
$
|
—
|
|
|
$
|
(1,264,918
|
)
|
|
$
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Sales ethanol
|
|
$
|
26,390,388
|
|
|
$
|
30,991,989
|
|
|
$
|
74,144,372
|
|
|
$
|
90,932,374
|
|
Sales distiller's grains and corn oil
|
|
2,403,627
|
|
|
3,120,057
|
|
|
5,488,648
|
|
|
6,766,808
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Marketing fees ethanol
|
|
43,561
|
|
|
54,257
|
|
|
136,185
|
|
|
172,048
|
|
||||
Marketing fees distillers grains and corn oil
|
|
12,909
|
|
|
21,131
|
|
|
32,076
|
|
|
58,444
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
September 30, 2012
|
|
December 31, 2011
|
|
|
|
|
||||||||
Amounts due included in accounts receivable
|
|
$
|
2,889,091
|
|
|
$
|
3,142,616
|
|
|
|
|
|
|
|
2012
|
|
2011
|
||||||||||
Income Statement Data
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenue
|
|
$
|
34,424,396
|
|
|
100.0
|
|
|
$
|
37,567,181
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Revenues
|
|
33,114,047
|
|
|
96.2
|
|
|
34,008,510
|
|
|
90.5
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
1,310,349
|
|
|
3.8
|
|
|
3,558,671
|
|
|
9.5
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Operating Expense
|
|
649,491
|
|
|
1.9
|
|
|
759,043
|
|
|
2.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Income from Operations
|
|
660,858
|
|
|
1.9
|
|
|
2,799,628
|
|
|
7.5
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Other Income
|
|
39,724
|
|
|
0.1
|
|
|
428,770
|
|
|
1.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
700,582
|
|
|
2.0
|
|
|
$
|
3,228,398
|
|
|
8.6
|
|
|
|
2012
|
|
2011
|
||||||||||
Income Statement Data
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Revenue
|
|
$
|
97,273,527
|
|
|
100.0
|
|
|
$
|
109,967,989
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Revenues
|
|
95,231,086
|
|
|
97.9
|
|
|
95,651,902
|
|
|
87.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Gross Profit
|
|
2,042,441
|
|
|
2.1
|
|
|
14,316,087
|
|
|
13.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Operating Expense
|
|
2,176,884
|
|
|
2.2
|
|
|
2,273,070
|
|
|
2.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Income (Loss) from Operations
|
|
(134,443
|
)
|
|
(0.1
|
)
|
|
12,043,017
|
|
|
11.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Other Income
|
|
72,462
|
|
|
0.1
|
|
|
492,525
|
|
|
0.4
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
(61,981
|
)
|
|
(0.1
|
)
|
|
$
|
12,535,542
|
|
|
11.4
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Net cash (used in) provided by operating activities
|
|
$
|
(6,812,786
|
)
|
|
$
|
11,455,451
|
|
Net cash (used in) provided by investing activities
|
|
(862,191
|
)
|
|
961,189
|
|
||
Net cash (used for) financing activities
|
|
(1,798,489
|
)
|
|
(10,014,714
|
)
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
49,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
10,535,000
|
|
Corn
|
15,327,312
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
11,250,247
|
|
Natural Gas
|
1,340,000
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
355,100
|
|
|
Estimated Volume Requirements for the next 12 months (net of forward and futures contracts)
|
|
Unit of Measure
|
|
Hypothetical Adverse Change in Price
|
|
Approximate Adverse Change to Income
|
||||
Ethanol
|
49,000,000
|
|
|
Gallons
|
|
10
|
%
|
|
$
|
10,192,000
|
|
Corn
|
15,065,059
|
|
|
Bushels
|
|
10
|
%
|
|
$
|
9,340,337
|
|
Natural Gas
|
1,220,000
|
|
|
MMBTU
|
|
10
|
%
|
|
$
|
435,540
|
|
Exhibit No.
|
Exhibit
|
|
10.1
|
|
Member Amended and Restated Marketing Agreement between RPMG, Inc. and Dakota Ethanol, L.L.C. dated August 27, 2012. *+
|
31.1
|
|
Certificate Pursuant to 17 CFR 240.13a-14(a)*
|
31.2
|
|
Certificate Pursuant to 17 CFR 240.13a-14(a)*
|
32.1
|
|
Certificate Pursuant to 18 U.S.C. Section 1350*
|
32.2
|
|
Certificate Pursuant to 18 U.S.C. Section 1350*
|
101
|
|
The following financial information from Lake Area Corn Processors, LLC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2012 and 2011, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, and (iv) the Notes to Unaudited Consolidated Financial Statements.**
|
|
LAKE AREA CORN PROCESSORS, LLC
|
||
|
|
||
Date:
|
November 13, 2012
|
/s/ Scott Mundt
|
|
|
Scott Mundt
|
||
|
President and Chief Executive Officer
(Principal Executive Officer)
|
||
|
|
||
Date:
|
November 13, 2012
|
/s/ Rob Buchholtz
|
|
|
Rob Buchholtz
|
||
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
•
|
Scheduling sufficient railcar, tank trucks and other transport;
|
•
|
Negotiating the rates and tariffs to be charged for delivery of production to the customer;
|
•
|
Promoting and advertising the sale of Ethanol;
|
•
|
Tracking delivery;
|
•
|
Negotiation of all purchase agreements with customers and any complaints in connection therewith;
|
•
|
Accounting for all sales and related expenses and collection of accounts, including any legal collection procedures as may be necessary; and
|
•
|
Hedging long and short Ethanol positions for the benefit of all Member participants and non-member participants in the Corridor Marketing Model.
|
|
RPMG, INC.
|
|
|
|
By:
/s/ Doug Punke
|
|
Its: CEO
|
|
|
|
MEMBER:
|
|
|
|
Dakota Ethanol, LLC
|
|
|
|
By:
/s/ Scott Mundt
|
|
Its: CFO
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 13, 2012
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 13, 2012
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Dated:
|
November 13, 2012
|
|
/s/ Scott Mundt
|
|
|
|
Scott Mundt,
|
|
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
Dated:
|
November 13, 2012
|
|
/s/ Robbi Buchholtz
|
|
|
|
Robbi Buchholtz,
|
|
|
|
Chief Financial Officer
|
|
|
|
|