##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number 000-50698
 GREENFIELD ONLINE, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    06-1440369
(I.R.S. Employer Identification No.)
 21 River Road, Wilton, CT 06897
  : (203) 834-8585
  (Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



GREENFIELD ONLINE, INC.
 FORM 10-Q
TABLE OF CONTENTS
 PagePart I.
    
    Financial InformationItem 1.
    
    Financial StatementsConsolidated Balance Sheets at June 30, 2008 (unaudited)
and December 31, 2007
    
    1Unaudited Consolidated Statements of Operations for the
three and six months ended June 30, 2008 and 2007
    
    2Unaudited Consolidated Statement of Changes in
Stockholders Equity for the six months ended June 30,
2008
    
    3Unaudited Consolidated Statements of Cash Flows for the
six months ended June 30, 2008 and 2007
    
    4Notes to Unaudited Consolidated Financial Statements
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    18Item 3.
    
    Quantitative and Qualitative Disclosures About
Market Risk
    
    31Item 4.
    
    Controls and Procedures
    
    31Part II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    32Item 1A.
    
    Risk Factors
    
    33Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    35Item 3.
    
    Defaults Upon Senior Securities
    
    35Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    35Item 5.
    
    Other Information
    
    36Item 6.
    
    Exhibits
    
    36Signatures
    
    
    
    37Exhibit Index
    
    
    
    38EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  i




---



##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data
  June 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    31,412
    
    
    $
    57,949Investments in marketable securities
    
    
    33,397
    
    
    
    Accounts receivable trade, net (net of
allowances of $2,553 and $2,309 at June 30,
2008 and December 31, 2007, respectively)
    
    
    26,717
    
    
    
    29,162Prepaid expenses and other current assets
    
    
    5,905
    
    
    
    3,907Deferred tax assets, current
    
    
    2,159
    
    
    
    3,985Total current assets
    
    
    99,590
    
    
    
    95,003Property and equipment, net
    
    
    6,908
    
    
    
    7,214Other intangible assets, net
    
    
    14,974
    
    
    
    16,207Goodwill
    
    
    77,737
    
    
    
    74,584Deferred tax assets, long-term
    
    
    26,694
    
    
    
    21,110Security deposits and other long-term assets
    
    
    1,014
    
    
    
    847Total assets
    
    $
    226,917
    
    
    $
    214,965LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,501
    
    
    $
    5,011Accrued expenses and other current liabilities
    
    
    22,290
    
    
    
    18,817Income taxes payable
    
    
    3,014
    
    
    
    4,960Current portion of capital lease obligations
    
    
    15
    
    
    
    14Deferred tax liabilities, current
    
    
    1,180
    
    
    
    972Deferred revenue
    
    
    643
    
    
    
    604Total current liabilities
    
    
    32,643
    
    
    
    30,378Capital lease obligations, long-term
    
    
    
    
    
    
    7Deferred tax liabilities, long-term
    
    
    6,880
    
    
    
    4,772Income taxes payable, long-term
    
    
    2,353
    
    
    
    2,939Other long-term liabilities
    
    
    343
    
    
    
    451Total liabilities
    
    
    42,219
    
    
    
    38,547Commitments and contingencies (Note 12)Stockholders equity:Common stock; par value $0.0001 per share;
100,000,000 shares authorized; 26,339,189 and
26,317,135 shares issued and 26,329,546 and
26,307,492 shares outstanding at June 30,
2008 and December 31, 2007, respectively
    
    
    3
    
    
    
    3Additional paid-in capital
    
    
    301,266
    
    
    
    299,334Accumulated deficit
    
    
    (121,493
    )
    
    
    (123,465
    )Accumulated other comprehensive income
    
    
    5,053
    
    
    
    677Treasury stock, at cost  9,643 shares
    
    
    (131
    )
    
    
    (131
    )Total stockholders equity
    
    
    184,698
    
    
    
    176,418Total liabilities and stockholders equity
    
    $
    226,917
    
    
    $
    214,965
  1




---



##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share data)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net revenues
    
    $
    36,007
    
    
    $
    30,826
    
    
    $
    66,941
    
    
    $
    58,295Cost of revenues
    
    
    8,766
    
    
    
    8,258
    
    
    
    15,571
    
    
    
    15,397Gross profit
    
    
    27,241
    
    
    
    22,568
    
    
    
    51,370
    
    
    
    42,898Operating expenses:Selling, general and administrative
    
    
    19,609
    
    
    
    14,208
    
    
    
    40,549
    
    
    
    27,188Panel expense
    
    
    827
    
    
    
    778
    
    
    
    1,639
    
    
    
    1,826Depreciation and amortization
    
    
    2,401
    
    
    
    2,168
    
    
    
    4,703
    
    
    
    4,321Research and development
    
    
    1,430
    
    
    
    1,004
    
    
    
    2,562
    
    
    
    2,136Total operating expenses
    
    
    24,267
    
    
    
    18,158
    
    
    
    49,453
    
    
    
    35,471Operating income
    
    
    2,974
    
    
    
    4,410
    
    
    
    1,917
    
    
    
    7,427Other income (expense):Interest income
    
    
    442
    
    
    
    134
    
    
    
    826
    
    
    
    279Interest expense
    
    
    
    
    
    
    (3
    )
    
    
    (2
    )
    
    
    (5
    )Gain (loss) on sales of marketable securities
    
    
    
    
    
    
    277
    
    
    
    (2
    )
    
    
    277Other expense, net
    
    
    (30
    )
    
    
    (6
    )
    
    
    (282
    )
    
    
    (29
    )Total other income, net
    
    
    412
    
    
    
    402
    
    
    
    540
    
    
    
    522Income before income taxes
    
    
    3,386
    
    
    
    4,812
    
    
    
    2,457
    
    
    
    7,949Provision for income taxes
    
    
    1,301
    
    
    
    1,712
    
    
    
    485
    
    
    
    2,890Net income
    
    $
    2,085
    
    
    $
    3,100
    
    
    $
    1,972
    
    
    $
    5,059Net income per share available to common stockholders:Basic
    
    $
    0.08
    
    
    $
    0.12
    
    
    $
    0.07
    
    
    $
    0.20Diluted
    
    $
    0.08
    
    
    $
    0.11
    
    
    $
    0.07
    
    
    $
    0.19Weighted average shares outstanding:Basic
    
    
    26,324
    
    
    
    25,702
    
    
    
    26,320
    
    
    
    25,615Diluted
    
    
    27,053
    
    
    
    27,004
    
    
    
    27,041
    
    
    
    26,886
  2




---



##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 (In thousands)
  AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Treasury Stock
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Deficit
    
    
    Income
    
    
    Equity
    
    
    IncomeBalance at December 31, 2007
    
    
    26,307
    
    
    $
    3
    
    
    $
    299,334
    
    
    
    9
    
    
    $
    (131
    )
    
    $
    (123,465
    )
    
    $
    677
    
    
    $
    176,418Six months ended June 30, 2008:Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,972
    
    
    
    
    
    
    
    1,972
    
    
    $
    1,972Issuance of shares related to the Employee Stock Purchase Plan
    
    
    6
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    Exercise of stock options
    
    
    16
    
    
    
    
    
    
    
    71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71
    
    
    
    Unrealized loss on available-for-sale securities, net of related
income tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    (5
    )
    
    
    (5
    )Translation adjustments, net of related income tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,381
    
    
    
    4,381
    
    
    
    4,381Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,348Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,788
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,788Balance at June 30, 2008
    
    
    26,329
    
    
    $
    3
    
    
    $
    301,266
    
    
    
    9
    
    
    $
    (131
    )
    
    $
    (121,493
    )
    
    $
    5,053
    
    
    $
    184,698
  3




---



##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
  Six Months EndedJune 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    1,972
    
    
    $
    5,059Adjustments to reconcile net income to net cash provided by operating activities:Deferred income tax benefit
    
    
    (4,668
    )
    
    
    (1,181
    )Depreciation and amortization
    
    
    6,874
    
    
    
    5,931Litigation settlement charge, net
    
    
    2,000
    
    
    
    Stock based compensation
    
    
    1,788
    
    
    
    1,643Loss (gain) on sales of marketable securities
    
    
    2
    
    
    
    (277
    )Loss on disposal of property and equipment
    
    
    3
    
    
    
    Provision for doubtful accounts
    
    
    405
    
    
    
    277Changes in assets and liabilities, net:Accounts receivable
    
    
    2,676
    
    
    
    67Deferred project costs
    
    
    (182
    )
    
    
    (243
    )Other current assets
    
    
    51
    
    
    
    (99
    )Security deposits
    
    
    (73
    )
    
    
    174Other long-term assets
    
    
    (62
    )
    
    
    (97
    )Accounts payable
    
    
    425
    
    
    
    (271
    )Accrued expenses
    
    
    (834
    )
    
    
    (296
    )Other current and long-term liabilities
    
    
    (29
    )
    
    
    16Payments of severance charges
    
    
    (404
    )
    
    
    (219
    )Income taxes payable
    
    
    (1,866
    )
    
    
    3,000Deferred project revenues
    
    
    37
    
    
    
    180Net cash provided by operating activities
    
    
    8,115
    
    
    
    13,664Cash flows from investing activities:Purchases of marketable securities
    
    
    (34,847
    )
    
    
    (9,279
    )Sales of marketable securities
    
    
    2,951
    
    
    
    6,698Proceeds from sale of property and equipment
    
    
    
    
    
    
    1Additions to property and equipment and intangibles
    
    
    (4,447
    )
    
    
    (4,158
    )Net cash used in investing activities
    
    
    (36,343
    )
    
    
    (6,738
    )Cash flows from financing activities:Proceeds of options exercised
    
    
    105
    
    
    
    2,173Proceeds of employee stock purchase plan
    
    
    85
    
    
    
    78Excess tax deduction on stock option exercises
    
    
    
    
    
    
    55Principal payments under capital lease obligations
    
    
    (7
    )
    
    
    (19
    )Other, net
    
    
    (23
    )
    
    
    (12
    )Net cash provided by financing activities
    
    
    160
    
    
    
    2,275Effect of exchange rate changes on cash and cash equivalents
    
    
    1,531
    
    
    
    911Net (decrease) increase in cash and cash equivalents
    
    
    (26,537
    )
    
    
    10,112Cash and cash equivalents at beginning of the period
    
    
    57,949
    
    
    
    20,873Cash and cash equivalents at end of the period
    
    $
    31,412
    
    
    $
    30,985Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    2
    
    
    $
    5Income taxes
    
    
    7,020
    
    
    
    1,013
  4




---



##### Table of Contents



GREENFIELD ONLINE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Note 1 Basis of Presentation:
  Basis of consolidation.
 Reclassifications.
 Note 2  Summary of Significant Accounting Policies:
  Concentration of Credit Risk.
 Investments in Marketable Securities.
 5




---



##### Table of Contents



June 30,
    
    
    December 31,2008
    
    
    2007U. S. Treasury Securities
    
    $
    4,959
    
    
    $
    German Federal Government Debt Securities
    
    
    28,438
    
    
    
    Fair value
    
    $
    33,397
    
    
    $
    
 Panelist Incentives.
 Recently Issued Accounting Pronouncements
 Business Combinations.
 Noncontrolling Interests.
 Fair Value Measurements.
 6




---



##### Table of Contents



Fair Value Option for Financial Assets and Financial Liabilities.
 Determination
of Useful Life of Intangible Assets.
 Note 3  Earnings Per Share:
 Net Income per Share.
  Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Weighted average number of common and potential
common shares outstanding:Basic number of common shares outstanding
    
    
    26,324
    
    
    
    25,702
    
    
    
    26,320
    
    
    
    25,615Dilutive effect of stock option grants and the
employee stock purchase plan
    
    
    729
    
    
    
    1,302
    
    
    
    721
    
    
    
    1,271Diluted number of common and potential common
shares outstanding
    
    
    27,053
    
    
    
    27,004
    
    
    
    27,041
    
    
    
    26,886
 Note 4  Accumulated Other Comprehensive Income:
  7




---



##### Table of Contents



June 30,
    
    
    December 31,2008
    
    
    2007Cumulative translation adjustment
    
    $
    5,058
    
    
    $
    677Unrealized loss on available-for-sale
securities, net of deferred taxes of $1 at
June 30, 2008
    
    
    (5
    )
    
    
    Total accumulated other comprehensive income
    
    $
    5,053
    
    
    $
    677
 Note 5  Prepaid Expenses and Other Current Assets:
  June 30,
    
    
    December 31,2008
    
    
    2007Prepaid maintenance and license contracts
    
    $
    403
    
    
    $
    414Prepaid expenses
    
    
    732
    
    
    
    685Prepaid insurance
    
    
    189
    
    
    
    497Deferred project costs
    
    
    249
    
    
    
    66Prepaid and refundable taxes
    
    
    885
    
    
    
    711Interest receivable
    
    
    1,237
    
    
    
    1,286Insurance reimbursement receivable *
    
    
    2,000
    
    
    
    Other
    
    
    210
    
    
    
    248Total prepaid expenses and other current assets
    
    $
    5,905
    
    
    $
    3,907
 
 *
    
    Represents the contribution of our insurance carrier to the settlement amount to be made 30 days
after the preliminary approval by the court of the Stipulation of Settlement (Note 12). Note 6  Property and Equipment, net:
 
 EstimatedUseful
    
    
    June 30,
    
    
    December 31,Life-Years
    
    
    2008
    
    
    2007Computer and data processing equipment
    
    
    2  4
    
    
    $
    14,747
    
    
    $
    13,302Leasehold improvements
    
    
    2  5
    *
    
    
    2,542
    
    
    
    2,445Furniture and fixtures
    
    
    7-8
    
    
    
    2,697
    
    
    
    2,597Telephone system
    
    
    4-5
    
    
    
    1,121
    
    
    
    1,123Automobile
    
    
    4
    
    
    
    14
    
    
    
    1421,121
    
    
    
    19,481Less: Accumulated depreciation
    
    
    
    
    
    
    (14,213
    )
    
    
    (12,267
    )Property and equipment, net
    
    
    
    
    
    $
    6,908
    
    
    $
    7,214
 
 *
    
    Lesser of the estimated life of the asset or the life of the underlying lease.  8




---



##### Table of Contents



Note 7  Goodwill and Other Intangible Assets:
 Goodwill
   EuropeCiaoInternet
    
    
    CiaoNorth
    
    
    Survey
    
    
    ComparisonGoodwill
    
    America
    
    
    Solutions
    
    
    Shopping
    
    
    TotalBalance as of December 31, 2007
    
    $
    31,153
    
    
    $
    10,475
    
    
    $
    32,956
    
    
    $
    74,584Foreign currency translation adjustment
    
    
    
    
    
    
    760
    
    
    
    2,393
    
    
    
    3,153Balance as of June 30, 2008
    
    $
    31,153
    
    
    $
    11,235
    
    
    $
    35,349
    
    
    $
    77,737
 Other Intangible Assets
  As of June 30, 2008
    
    
    As of December 31, 2007Estimated
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    GrossUseful
    
    
    Carrying
    
    
    Accumulated
    
    
    Net
    
    
    Carrying
    
    
    Accumulated
    
    
    NetLife-Years
    
    
    Cost
    
    
    Amortization
    
    
    Amount
    
    
    Cost
    
    
    Amortization
    
    
    AmountInternal use software
    
    
    2-3
    
    
    $
    14,600
    
    
    $
    6,710
    
    
    $
    7,890
    
    
    $
    11,800
    
    
    $
    4,845
    
    
    $
    6,955Other software acquired
    
    
    0.42
    
    
    
    159
    
    
    
    159
    
    
    
    
    
    
    
    159
    
    
    
    159
    
    
    
    Panel members
    
    
    3-4
    
    
    
    7,104
    
    
    
    6,304
    
    
    
    800
    
    
    
    6,986
    
    
    
    5,295
    
    
    
    1,691Affiliate network
    
    
    3
    
    
    
    347
    
    
    
    347
    
    
    
    
    
    
    
    347
    
    
    
    333
    
    
    
    14Customer relationships
    
    
    5
    
    
    
    8,990
    
    
    
    5,897
    
    
    
    3,093
    
    
    
    8,455
    
    
    
    4,707
    
    
    
    3,748Non-competition agreements
    
    
    2.75-3
    
    
    
    610
    
    
    
    610
    
    
    
    
    
    
    
    2,806
    
    
    
    2,789
    
    
    
    17Domain names and service marks
    
    
    5-10
    
    
    
    8,574
    
    
    
    5,383
    
    
    
    3,191
    
    
    
    8,025
    
    
    
    4,243
    
    
    
    3,782Other intangible assets, net
    
    
    
    
    
    $
    40,384
    
    
    $
    25,410
    
    
    $
    14,974
    
    
    $
    38,578
    
    
    $
    22,371
    
    
    $
    16,207
    9




---



##### Table of Contents



AmountFor the remaining six months ending December 31, 2008
    
    $
    5,2962009
    
    $
    7,7732010
    
    $
    1,7022011
    
    $
    532012
    
    $
    532013
    
    $
    52
 Note 8  Accrued Expenses and Other Current Liabilities:
  June 30,
    
    
    December 31,2008
    
    
    2007Accrued payroll, bonus and commissions
    
    $
    4,666
    
    
    $
    6,573Panelist and respondent incentives
    
    
    5,232
    
    
    
    6,019Real-Time Sampling accruals
    
    
    265
    
    
    
    359Accrued panel costs
    
    
    57
    
    
    
    46Accrued management change and severance costs
    
    
    236
    
    
    
    460Non-income tax accruals
    
    
    1,319
    
    
    
    1,458Software license liability
    
    
    185
    
    
    
    349Accrued search engine marketing and advertising costs
    
    
    359
    
    
    
    295Accrued audit and tax costs
    
    
    585
    
    
    
    665Outside sample accruals
    
    
    1,580
    
    
    
    951Accrued legal and investigation costs
    
    
    418
    
    
    
    130Accrued litigation settlement charge (Note 12)
    
    
    4,000
    
    
    
    Accrued costs associated with the proposed merger
    
    
    1,397
    
    
    
    Other
    
    
    1,991
    
    
    
    1,512Total accrued expenses and other current liabilities
    
    $
    22,290
    
    
    $
    18,817
 Note 9  Stock-Based Compensation:
  10




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Cost of revenues
    
    $
    53
    
    
    $
    45
    
    
    $
    88
    
    
    $
    159Research and development expense
    
    
    78
    
    
    
    36
    
    
    
    166
    
    
    
    62Selling, general and administrative expense
    
    
    706
    
    
    
    661
    
    
    
    1,534
    
    
    
    1,422Pre-tax stock-based compensation expense
    
    $
    837
    
    
    $
    742
    
    
    $
    1,788
    
    
    $
    1,643
  Note 10  Segment Reporting:
   11




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Gross segment revenues:North American Internet survey solutionsThird-party segment net revenues
    
    $
    18,408
    
    
    $
    17,108
    
    
    $
    33,229
    
    
    $
    32,562Inter-segment revenues
    
    
    318
    
    
    
    220
    
    
    
    507
    
    
    
    353Gross segment revenues
    
    $
    18,726
    
    
    $
    17,328
    
    
    $
    33,736
    
    
    $
    32,915Ciao Internet survey solutionsThird-party segment net revenues
    
    $
    6,175
    
    
    $
    6,223
    
    
    $
    11,450
    
    
    $
    11,478Inter-segment revenues
    
    
    2,512
    
    
    
    1,999
    
    
    
    4,072
    
    
    
    3,485Gross segment revenues
    
    $
    8,687
    
    
    $
    8,222
    
    
    $
    15,522
    
    
    $
    14,963Ciao comparison shopping *Third-party segment net revenues
    
    $
    11,424
    
    
    $
    7,495
    
    
    $
    22,262
    
    
    $
    14,255Inter-segment revenues
    
    
    116
    
    
    
    143
    
    
    
    300
    
    
    
    143Gross segment revenues
    
    $
    11,540
    
    
    $
    7,638
    
    
    $
    22,562
    
    
    $
    14,398Net revenues:North American Internet survey solutions
    
    $
    18,726
    
    
    $
    17,328
    
    
    $
    33,736
    
    
    $
    32,915Ciao Internet survey solutions
    
    
    8,687
    
    
    
    8,222
    
    
    
    15,522
    
    
    
    14,963Ciao comparison shopping
    
    
    11,540
    
    
    
    7,638
    
    
    
    22,562
    
    
    
    14,398Elimination of inter-segment revenues
    
    
    (2,946
    )
    
    
    (2,362
    )
    
    
    (4,879
    )
    
    
    (3,981
    )Total net revenues
    
    $
    36,007
    
    
    $
    30,826
    
    
    $
    66,941
    
    
    $
    58,295Segment operating income (as defined above):North American Internet survey solutions
    
    $
    3,049
    
    
    $
    3,448
    
    
    $
    5,699
    
    
    $
    6,287Ciao Internet survey solutions
    
    
    3,040
    
    
    
    2,066
    
    
    
    4,468
    
    
    
    3,929Combined Internet survey solutions
    
    
    6,089
    
    
    
    5,514
    
    
    
    10,167
    
    
    
    10,216Ciao comparison shopping
    
    
    5,604
    
    
    
    4,205
    
    
    
    11,515
    
    
    
    8,188Segment operating income
    
    
    11,693
    
    
    
    9,719
    
    
    
    21,682
    
    
    
    18,404Depreciation and amortization
    
    
    (3,564
    )
    
    
    (2,990
    )
    
    
    (6,874
    )
    
    
    (5,931
    )Stock-based compensation
    
    
    (837
    )
    
    
    (742
    )
    
    
    (1,788
    )
    
    
    (1,643
    )Corporate costs
    
    
    (4,318
    )
    
    
    (1,577
    )
    
    
    (11,103
    )
    
    
    (3,403
    )Total operating income
    
    
    2,974
    
    
    
    4,410
    
    
    
    1,917
    
    
    
    7,427Other income, net
    
    
    412
    
    
    
    402
    
    
    
    540
    
    
    
    522Income before income taxes
    
    $
    3,386
    
    
    $
    4,812
    
    
    $
    2,457
    
    
    $
    7,949
 
 *
    
    Prior to the separation of the Ciao Internet survey solutions and the Ciao comparison shopping
businesses, the Ciao comparison shopping segment did not have any inter-segment revenues. The legal
separation was completed, and effective May 1, 2007, the Ciao comparison shopping segment began
recording inter-segment revenues from the sale of panelists to the Ciao Internet survey solutions
segment, which panelists are sourced from the Ciao comparison shopping portals. 12




---



##### Table of Contents



Note 11  Income Taxes:
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Income (loss) before income taxes:Domestic
    
    $
    (3,467
    )
    
    $
    712
    
    
    $
    (10,227
    )
    
    $
    311Foreign
    
    
    6,853
    
    
    
    4,100
    
    
    
    12,684
    
    
    
    7,638$
    3,386
    
    
    $
    4,812
    
    
    $
    2,457
    
    
    $
    7,949Provision (benefit) for income taxes:Currently payable:Federal
    
    $
    229
    
    
    $
    15
    
    
    $
    625
    
    
    $
    44State
    
    
    58
    
    
    
    27
    
    
    
    114
    
    
    
    79Foreign
    
    
    2,284
    
    
    
    2,719
    
    
    
    4,414
    
    
    
    3,948Total current income tax provision
    
    
    2,571
    
    
    
    2,761
    
    
    
    5,153
    
    
    
    4,071Deferred income tax (benefit):Federal
    
    
    (1,055
    )
    
    
    (252
    )
    
    
    (3,840
    )
    
    
    (806
    )State
    
    
    (164
    )
    
    
    (19
    )
    
    
    (610
    )
    
    
    (5
    )Foreign
    
    
    (51
    )
    
    
    (778
    )
    
    
    (218
    )
    
    
    (370
    )Total deferred income tax (benefit)
    
    
    (1,270
    )
    
    
    (1,049
    )
    
    
    (4,668
    )
    
    
    (1,181
    )Total provision for income taxes
    
    $
    1,301
    
    
    $
    1,712
    
    
    $
    485
    
    
    $
    2,890
  June 30,
    
    
    December 31,2008
    
    
    2007Deferred tax assets:Net operating loss carryforwards
    
    $
    19,110
    
    
    $
    15,926Stock-based compensation
    
    
    4,859
    
    
    
    4,279Capitalized panel costs
    
    
    798
    
    
    
    681Fixed assets
    
    
    1,152
    
    
    
    1,333Federal and state tax credits
    
    
    2,291
    
    
    
    2,309Other deferred tax assets
    
    
    2,177
    
    
    
    2,69530,387
    
    
    
    27,223Valuation allowance
    
    
    (195
    )
    
    
    (142
    )Total deferred tax assets
    
    $
    30,192
    
    
    $
    27,081Deferred tax liabilities:Intangible assets acquired
    
    $
    (2,643
    )
    
    $
    (3,351
    )Foreign exchange
    
    
    (6,725
    )
    
    
    (4,356
    )Other deferred tax liabilities
    
    
    (31
    )
    
    
    (23
    )Total deferred tax liabilities
    
    $
    (9,399
    )
    
    $
    (7,730
    )Total deferred tax assets, net
    
    $
    20,793
    
    
    $
    19,351
 13




---



##### Table of Contents



June 30,
    
    
    December 31,2008
    
    
    2007Total deferred tax assets, net:Current assets
    
    $
    2,159
    
    
    $
    3,985Long-term assets
    
    
    26,694
    
    
    
    21,110Current liabilities
    
    
    (1,180
    )
    
    
    (972
    )Long-term liabilities
    
    
    (6,880
    )
    
    
    (4,772
    )Total deferred tax assets, net
    
    $
    20,793
    
    
    $
    19,351
      14




---



##### Table of Contents



Note 12  Commitments and Contingencies:
 Legal Contingencies:
     Plumbers & Pipefitters Local
Union No. 630 Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB)
 15




---



##### Table of Contents



Note 13  Fair Value Measurement:
    Level 1 

    Inputs are quoted prices in active markets for identical assets or
liabilities.Level 2 

    Inputs are quoted prices for similar assets or liabilities in an active
market, quoted prices for identical or similar assets or liabilities that are not
active, inputs other than quoted prices that are observable and market-corroborated
inputs which are derived principally from or corroborated by observable market data.Level 3 

    Inputs are derived from valuation techniques in which one or more
significant inputs or value drivers are unobservable.
  Quoted Prices
    
    
    SignificantTotal
    
    
    in Active
    
    
    Other
    
    
    SignificantFair Value
    
    
    Markets for
    
    
    Observable
    
    
    UnobservableMeasurement
    
    
    Identical Asset
    
    
    Inputs
    
    
    InputsJune 30, 2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets measured at fair value:Cash equivalents
    
    $
    10,898
    
    
    $
    10,898
    
    
    $
    
    
    
    $
    Investments in marketable securities
    
    
    33,397
    
    
    
    33,397
    
    
    
    
    
    
    
    Total assets measured at fair value
    
    $
    44,295
    
    
    $
    44,295
    
    
    $
    
    
    
    $
    
 Valuation
Techniques
 16




---



##### Table of Contents



Note 14  Proposed Merger:
  Note 15  Subsequent Events:
   17




---



##### Table of Contents



Item 2.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our Consolidated Financial Statements and related notes included
elsewhere in this Quarterly Report. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those discussed in
the section entitled Risk Factors in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 and in this Quarterly Report on Form 10-Q . Also see the section entitled
Cautionary Note Regarding Forward-Looking Statements contained in this Quarterly Report on Form
10-Q.
 Segment Information
  Critical Accounting Policies and Estimates
   Recently Issued Accounting Pronouncements .
 18




---



##### Table of Contents



Results of Operations
 Three Months Ended June 30, 2008 compared to Three Months Ended June 30, 2007
 Consolidated Results
  Three Months Ended June 30,2008
    
    
    %
    
    
    2007
    
    
    %($ in thousands)Net revenues
    
    $
    36,007
    
    
    
    100.0
    %
    
    $
    30,826
    
    
    
    100.0
    %Cost of revenues
    
    
    8,766
    
    
    
    24.3
    
    
    
    8,258
    
    
    
    26.8Gross profit
    
    
    27,241
    
    
    
    75.7
    
    
    
    22,568
    
    
    
    73.2Operating expenses:Selling, general and administrative
    
    
    19,609
    
    
    
    54.4
    
    
    
    14,208
    
    
    
    46.1Panel acquisition
    
    
    827
    
    
    
    2.3
    
    
    
    778
    
    
    
    2.5Depreciation and amortization
    
    
    2,401
    
    
    
    6.7
    
    
    
    2,168
    
    
    
    7.0Research and development
    
    
    1,430
    
    
    
    4.0
    
    
    
    1,004
    
    
    
    3.3Total operating expenses
    
    
    24,267
    
    
    
    67.4
    
    
    
    18,158
    
    
    
    58.9Operating income
    
    
    2,974
    
    
    
    8.3
    
    
    
    4,410
    
    
    
    14.3Other income, net
    
    
    412
    
    
    
    1.1
    
    
    
    402
    
    
    
    1.3Income before income taxes
    
    
    3,386
    
    
    
    9.4
    
    
    
    4,812
    
    
    
    15.6Provision for income taxes
    
    
    1,301
    
    
    
    3.6
    
    
    
    1,712
    
    
    
    5.6Net income
    
    $
    2,085
    
    
    
    5.8
    %
    
    $
    3,100
    
    
    
    10.0
    %
 Net Revenues.
  Gross Profit.
 Selling, General and Administrative.
 19




---



##### Table of Contents



Panel Expense.
  Depreciation and Amortization.
 i)
    
    the continuing development of our Unified Panel System, our Survey Management
System, and other Internet survey solutions operating systems in North America;ii)
    
    the expansion of our North American Internet survey solutions operating systems
to a worldwide enterprise system; and,iii)
    
    ongoing enhancements and software re-engineering in our comparison shopping
segments operating systems.
  Research and Development.
 20




---



##### Table of Contents



Other Income, Net.
 Provision for Income Taxes.
 Net Income.
 North American Segment Results
  Three Months Ended June 30,2008
    
    %
    
    2007
    
    %($ in thousands)Gross segment revenues
    
    $
    18,726
    
    
    
    100.0
    %
    
    $
    17,328
    
    
    
    100.0
    %Segment operating income
    
    
    3,049
    
    
    
    16.3
    
    
    
    3,448
    
    
    
    19.9
 Gross Segment Revenues.
 Segment Operating Income.
 Ciao Internet Survey Solutions Segment Results
  Three Months Ended June 30,2008
    
    %
    
    2007
    
    %($ in thousands)Gross segment revenues
    
    $
    8,687
    
    
    
    100.0
    %
    
    $
    8,222
    
    
    
    100.0
    %Segment operating income
    
    
    3,040
    
    
    
    35.0
    
    
    
    2,066
    
    
    
    25.1
 21




---



##### Table of Contents



Gross Segment Revenues.
 Segment Operating Income.
 Ciao Comparison Shopping Segment Results
  Three Months Ended June 30,2008
    
    %
    
    2007
    
    %($ in thousands)Gross segment revenues
    
    $
    11,540
    
    
    
    100.0
    %
    
    $
    7,638
    
    
    
    100.0
    %Segment operating income
    
    
    5,604
    
    
    
    48.6
    
    
    
    4,205
    
    
    
    55.1
 Gross Segment Revenues.
 Segment Operating Income.
 22




---



##### Table of Contents



Results of Operations
 Six Months Ended June 30, 2008 compared to Six Months Ended June 30, 2007
 Consolidated Results
  Six Months Ended June 30,2008
    
    
    %
    
    
    2007
    
    
    %($ in thousands)Net revenues
    
    $
    66,941
    
    
    
    100.0
    %
    
    $
    58,295
    
    
    
    100.0
    %Cost of revenues
    
    
    15,571
    
    
    
    23.3
    
    
    
    15,397
    
    
    
    26.4Gross profit
    
    
    51,370
    
    
    
    76.7
    
    
    
    42,898
    
    
    
    73.6Operating expenses:Selling, general and administrative
    
    
    40,549
    
    
    
    60.6
    
    
    
    27,188
    
    
    
    46.6Panel acquisition
    
    
    1,639
    
    
    
    2.4
    
    
    
    1,826
    
    
    
    3.1Depreciation and amortization
    
    
    4,703
    
    
    
    7.0
    
    
    
    4,321
    
    
    
    7.4Research and development
    
    
    2,562
    
    
    
    3.8
    
    
    
    2,136
    
    
    
    3.7Total operating expenses
    
    
    49,453
    
    
    
    73.8
    
    
    
    35,471
    
    
    
    60.8Operating income
    
    
    1,917
    
    
    
    2.9
    
    
    
    7,427
    
    
    
    12.8Other income, net
    
    
    540
    
    
    
    0.8
    
    
    
    522
    
    
    
    0.9Income before income taxes
    
    
    2,457
    
    
    
    3.7
    
    
    
    7,949
    
    
    
    13.7Provision for income taxes
    
    
    485
    
    
    
    0.7
    
    
    
    2,890
    
    
    
    5.0Net income
    
    $
    1,972
    
    
    
    3.0
    %
    
    $
    5,059
    
    
    
    8.7
    %
 Net Revenues.
  Gross Profit.
  23




---



##### Table of Contents



Selling, General and Administrative.
      Panel Expense.
  Depreciation and Amortization.
 24




---



##### Table of Contents



iv)
    
    the continuing development of our Unified Panel System, our Survey Management
System, and other Internet survey solutions operating systems in North America;v)
    
    the expansion of our North American Internet survey solutions operating systems
to a worldwide enterprise system; and,vi)
    
    ongoing enhancements and software re-engineering in our comparison shopping
segments operating systems.
  Research and Development.
 Other Income, Net.
 Provision for Income Taxes.
 Net Income.
 25




---



##### Table of Contents



North American Segment Results
  Six Months Ended June 30,2008
    
    %
    
    2007
    
    %($ in thousands)Gross segment revenues
    
    $
    33,736
    
    
    
    100.0
    %
    
    $
    32,915
    
    
    
    100.0
    %Segment operating income
    
    
    5,699
    
    
    
    16.9
    
    
    
    6,287
    
    
    
    19.1
 Gross Segment Revenues.
 Segment Operating Income.
 Ciao Internet Survey Solutions Segment Results
  Six Months Ended June 30,2008
    
    %
    
    2007
    
    %($ in thousands)Gross segment revenues
    
    $
    15,522
    
    
    
    100.0
    %
    
    $
    14,963
    
    
    
    100.0
    %Segment operating income
    
    
    4,468
    
    
    
    28.8
    
    
    
    3,929
    
    
    
    26.3
 Gross Segment Revenues.
 Segment Operating Income.
 26




---



##### Table of Contents



Ciao Comparison Shopping Segment Results
  Six Months Ended June 30,2008
    
    %
    
    2007
    
    %($ in thousands)Gross segment revenues
    
    $
    22,562
    
    
    
    100.0
    %
    
    $
    14,398
    
    
    
    100.0
    %Segment operating income
    
    
    11,515
    
    
    
    51.0
    
    
    
    8,188
    
    
    
    56.9
 Gross Segment Revenues.
 Segment Operating Income.
 Liquidity and Capital Resources
  Six Months Ended June 30,2008
    
    
    2007
    
    
    Change($ in thousands)Net cash provided by operating activities
    
    $
    8,117
    
    
    $
    13,941
    
    
    $
    (5,824
    )Net cash used in investing activities
    
    
    (36,343
    )
    
    
    (7,015
    )
    
    
    (29,328
    )Net cash provided by (used in) financing activities
    
    
    160
    
    
    
    2,275
    
    
    
    (2,115
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1,529
    
    
    
    911
    
    
    
    618(Decrease) increase in cash and cash equivalents
    
    
    (26,537
    )
    
    
    10,112
    
    
    
    (36,649
    )Cash and cash equivalents at beginning of period
    
    
    57,949
    
    
    
    20,873
    
    
    
    37,076Cash and cash equivalents at end of period
    
    $
    31,412
    
    
    $
    30,985
    
    
    $
    427
  As of
    
    
    As ofJune 30,
    
    
    December 31,2008
    
    
    2007($ in thousands)Cash and cash equivalents
    
    $
    31,412
    
    
    $
    57,949Investments in marketable securities
    
    
    33,397
    
    
    
    Total cash, cash equivalents and investments in marketable securities
    
    $
    64,809
    
    
    $
    57,949
 27




---



##### Table of Contents



28




---



##### Table of Contents



Contractual Cash Obligations and Other Commercial Commitments and Contingencies
  Total at
    
    
    Years Ended December 31,June 30,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2013 and2008
    
    
    2008 (1)
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    ThereafterContractual obligations:Capital lease obligations
    
    $
    15
    
    
    $
    7
    
    
    $
    8
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Non-cancelable operating lease
obligations *
    
    
    12,571
    
    
    
    3,215
    
    
    
    4,585
    
    
    
    2,304
    
    
    
    1,337
    
    
    
    811
    
    
    
    319Severance commitments **
    
    
    222
    
    
    
    144
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Litigation settlement charge, net ***
    
    
    2,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities
    
    
    861
    
    
    
    252
    
    
    
    366
    
    
    
    107
    
    
    
    136
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    15,669
    
    
    $
    5,618
    
    
    $
    5,037
    
    
    $
    2,411
    
    
    $
    1,473
    
    
    $
    811
    
    
    $
    319
 
 (1)
    
    Includes only the remaining six months of the year ending December 31, 2008.*
    
    Amounts for the remaining six months ending December 31, 2008 and the year ending
December 31, 2009 have been reduced by approximately $174,000 and $246,000, respectively for
rental payments that we expect to receive under sub-lease agreements.**
    
    These severance commitments are associated with the departure of a management member in the
fourth quarter of 2007 and one in the second quarter of 2008.***
    
    The litigation settlement charge, net reflects a $4.0 million commitment by the Company,
offset by a $2.0 million receivable from our insurance carriers. We expect to
pay the $4.0 million to the plaintiffs during the latter half of 2008, and expect to receive
the reimbursement from our insurance carriers by the end of 2008. See Costs Associated with
Pending Class Action Lawsuit below.   Costs Associated with Pending Class Action Lawsuit
  29




---



##### Table of Contents



Plumbers & Pipefitters Local
Union No. 630 Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB)
  30




---



##### Table of Contents



Item 3: Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4: Controls and Procedures
     31




---



##### Table of Contents



PART II   OTHER INFORMATION
 
 Item 1. Legal Proceedings
     Plumbers & Pipefitters Local
Union No. 630 Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB)
  32




---



##### Table of Contents



Item 1A. Risk Factors
  Failure to complete a merger or other sale transaction would likely have an adverse effect on us.
    
    
    On June 13, 2008, the last trading day prior to the announcement of the Merger Agreement
with Quadrangle, our common stock closed at $13.28 per share. After that announcement, the
stock price rose to trade close to the $15.50 per share price set forth in the Merger
Agreement. On August 6, 2008, the date the Subsequent Proposal was announced, our common
stock closed at $16.38 per share. The price of our common stock reflects a market
assumption that a merger or other sale transaction will close. If a merger or other sale
is not consummated, our stock price would likely retreat from its current trading range.
    
    Certain costs relating to a merger or other sale transaction, including legal,
accounting and financial advisory fees, are payable by us whether or not a transaction is
completed. These costs will be substantial and may materially reduce our earnings per
share.
    
    Under circumstances set out in the Merger Agreement, if we terminate the Merger
Agreement, we may be required to pay Quadrangle a termination fee of up to $10.0 million
and reimburse up to $3.5 million of Quadrangles expenses, which will be credited against
the termination fee if it becomes payable.
    
    Our managements and our employees attention will be diverted from our day-to-day
operations; we may experience employee attrition; and our business, including our vendor
and customer relationships, may be disrupted during the period while the going private
transaction remains pending. These risks could increase if the transaction is not
consummated.
 While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
  33




---



##### Table of Contents



Cautionary Note Regarding Forward-Looking Statements
  
    
    risks relating to our failure to complete a merger or other sale transaction;
    
    risks related to the success of new business initiatives, including the expansion of
our Ciao comparison shopping business to the United States;
    
    our ability in the United States to attract community members to our Ciao comparison
shopping portals and the resulting content they generate in the form of product and
merchant reviews, and our ability to attract merchants in the United States;
    
    risks related to the separation of our Ciao Internet survey solutions and comparison
shopping businesses;
    
    the growing competitiveness of our marketplace and our ability to compete therein;
    
    risks related to foreign currency rate fluctuations;
    
    our ability to develop and deploy new technologies;
    
    risks related to our reliance on search engine algorithm optimization to generate
internet traffic;
    
    our client satisfaction levels;
    
    our ability to build and maintain the size and demographic composition of the
Greenfield Online panel;
    
    our panelists responsiveness to our surveys;
    
    issues related to the development, success and client acceptance of our Real-Time
Sampling® methodology for recruiting survey takers on the Internet;
    
    our ability to attract and maintain affiliates in our affiliate network supplying
Real-Time Sampling respondents;
    
    our ability to accurately predict future revenue levels and our ability to manage
expenses commensurate with such revenue levels;
    
    our ability to manage pricing pressure in North America and Europe;
    
    our reliance on our largest customers;
 34




---



##### Table of Contents




    
    our ability to manage or accelerate our growth and international expansion;
    
    our ability to restore and sustain sales growth in our European survey business;
    
    our ability to integrate successfully the businesses we may acquire in the future;
    
    the seasonality of demand for Internet survey solutions and comparison shopping
services; and
    
    the strength of our brands.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Number of Shares
    
    Number of SharesVoted For
    
    WithheldLise J. Buyer
    
    
    21,573,265
    
    
    
    1,056,209Charles W. Stryker
    
    
    21,581,402
    
    
    
    1,048,072
  35




---



##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
  ExhibitNo.
    
    Description of Exhibits31.1
    
    Certification of the Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).31.2
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).32.1
    
    Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).32.2
    
    Certifications of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).
 36




---



##### Table of Contents



SIGNATURE
  GREENFIELD ONLINE, INC.By:
    /s/ Robert E. BiesRobert E. BiesExecutive Vice President and 
Chief Financial Officer  37




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description of Exhibits31.1
    
    Certification of the Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).31.2
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Filed herewith).32.1
    
    Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).32.2
    
    Certifications of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (Filed herewith).
 38