##### 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 September 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: 001-33658
 Horsehead Holding Corp.
  
 Delaware
    
    20-0447377(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)4955 Steubenville Pike, Suite 405Pittsburgh, Pennsylvania 15205
    
    (724) 774-1020(Address of Principal Executive Offices, including Zip Code)
    
    (Registrants Telephone Number, Including Area Code)
 
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PART I  Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007
    
    
    1Consolidated Statements of Income (Unaudited) for the three and nine months ended
September 30, 2008 and 2007
    
    
    2Consolidated Statement of Stockholders Equity (Unaudited) for the nine months ended
September 30, 2008
    
    
    3Consolidated Statements of Cash Flows (Unaudited) for the nine months ended
September 30, 2008 and 2007
    
    
    4Notes to Consolidated Financial Statements (Unaudited) September 30, 2008
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20PART II  Other InformationItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22
  CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
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PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements.
  
 CONSOLIDATED BALANCE SHEETS   (Amounts in thousands, except per share amounts)
 September 30, 2008
    
    
    December 31, 2007(Unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    80,479
    
    
    $
    76,169Accounts receivable, net of allowance of $850 and $459, respectively
    
    
    44,068
    
    
    
    51,473Inventories
    
    
    52,624
    
    
    
    69,918Prepaid expenses and other current assets
    
    
    50,334
    
    
    
    12,047Deferred income taxes
    
    
    865
    
    
    
    464Total current assets
    
    
    228,370
    
    
    
    210,071Property, plant and equipment, net
    
    
    117,271
    
    
    
    98,932Other assetsDeferred financing costs, net of amortization of $1,034 and $534, respectively
    
    
    1,165
    
    
    
    1,665Deferred income taxes
    
    
    3,905
    
    
    
    3,905Deposits and other
    
    
    232
    
    
    
    231Total other assets
    
    
    5,302
    
    
    
    5,801Total assets
    
    $
    350,943
    
    
    $
    314,804LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent maturities of long-term debt
    
    $
    61
    
    
    $
    60Accounts payable
    
    
    31,723
    
    
    
    37,458Accrued expenses
    
    
    28,405
    
    
    
    22,535Total current liabilities
    
    
    60,189
    
    
    
    60,053Long-term debt, less current maturities
    
    
    74
    
    
    
    121Other long-term liabilities
    
    
    11,198
    
    
    
    12,576Commitments and contingenciesStockholders equityCommon stock, par value $.01 per share; 100,000 shares authorized; 35,253 and 34,775
shares issued and outstanding in 2008 and 2007, respectively
    
    
    352
    
    
    
    348Preferred stock, par value $.01 per share; 10,000 shares authorized; no shares
issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    128,974
    
    
    
    124,682Retained earnings
    
    
    150,156
    
    
    
    117,024Total stockholders equity
    
    
    279,482
    
    
    
    242,054Total liabilities and stockholders equity
    
    $
    350,943
    
    
    $
    314,804
 The accompanying notes to financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENTS OF INCOME    (Amounts in thousands except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales of zinc material and other goods
    
    $
    96,264
    
    
    $
    122,817
    
    
    $
    313,809
    
    
    $
    392,770EAF dust service fees
    
    
    12,922
    
    
    
    11,170
    
    
    
    40,348
    
    
    
    33,649Net sales
    
    
    109,186
    
    
    
    133,987
    
    
    
    354,157
    
    
    
    426,419Cost of sales of zinc material and other
goods (excluding depreciation)
    
    
    83,721
    
    
    
    88,956
    
    
    
    269,642
    
    
    
    283,169Cost of EAF dust services
    
    
    3,555
    
    
    
    1,783
    
    
    
    10,564
    
    
    
    4,629Cost of sales (excluding depreciation)
    
    
    87,276
    
    
    
    90,739
    
    
    
    280,206
    
    
    
    287,798Depreciation
    
    
    3,018
    
    
    
    2,288
    
    
    
    8,845
    
    
    
    7,232Selling, general and administrative expenses
    
    
    4,735
    
    
    
    3,797
    
    
    
    13,517
    
    
    
    11,851Total costs and expenses
    
    
    95,029
    
    
    
    96,824
    
    
    
    302,568
    
    
    
    306,881Income from operations
    
    
    14,157
    
    
    
    37,163
    
    
    
    51,589
    
    
    
    119,538Other income (expense)Interest expense
    
    
    (360
    )
    
    
    (1,538
    )
    
    
    (1,089
    )
    
    
    (7,155
    )Interest and other income
    
    
    808
    
    
    
    979
    
    
    
    1,957
    
    
    
    1,753448
    
    
    
    (559
    )
    
    
    868
    
    
    
    (5,402
    )Income before income taxes
    
    
    14,605
    
    
    
    36,604
    
    
    
    52,457
    
    
    
    114,136Income tax provision
    
    
    5,210
    
    
    
    12,418
    
    
    
    19,325
    
    
    
    40,690NET INCOME
    
    $
    9,395
    
    
    $
    24,186
    
    
    $
    33,132
    
    
    $
    73,446Earnings per common share:Basic
    
    $
    0.27
    
    
    $
    0.75
    
    
    $
    0.95
    
    
    $
    2.72Diluted
    
    $
    0.27
    
    
    $
    0.73
    
    
    $
    0.94
    
    
    $
    2.40Weighted average shares outstanding:Basic
    
    
    35,216
    
    
    
    32,376
    
    
    
    35,033
    
    
    
    27,034Diluted
    
    
    35,332
    
    
    
    33,097
    
    
    
    35,258
    
    
    
    30,645
 The accompanying notes to financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY    (Amounts in thousands)
 AdditionalCommon Stock
    
    
    Paid-In
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    TotalBalance at January 1, 2008
    
    
    34,775
    
    
    $
    348
    
    
    $
    124,682
    
    
    $
    117,024
    
    
    $
    242,054Stock option exercise
    
    
    478
    
    
    
    4
    
    
    
    1,000
    
    
    
    
    
    
    
    1,004Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    1,305
    
    
    
    
    
    
    
    1,305Tax benefit of stock
option exercise
    
    
    
    
    
    
    
    
    
    
    1,987
    
    
    
    
    
    
    
    1,987Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,132
    
    
    
    33,132Balance at September 30,
2008
    
    
    35,253
    
    
    $
    352
    
    
    $
    128,974
    
    
    $
    150,156
    
    
    $
    279,482
 The accompanying notes to financial statements are an integral part of these statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS    (Amounts in thousands)
 2008
    
    
    2007Cash Flows from Operating Activities:Net income
    
    $
    33,132
    
    
    $
    73,446Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    9,345
    
    
    
    9,571Deferred income tax (benefit)
    
    
    (401
    )
    
    
    (384
    )Deferred interest payable
    
    
    
    
    
    
    269(Gains) losses on derivative financial instruments
    
    
    (24,262
    )
    
    
    3,912Non-cash compensation expense
    
    
    1,305
    
    
    
    1,023Changes in operating assets and liabilities:Decrease in accounts receivable
    
    
    7,405
    
    
    
    6,715Decrease (increase) in inventories
    
    
    17,294
    
    
    
    (5,763
    )(Increase) decrease in prepaid expenses and other current assets
    
    
    (13,977
    )
    
    
    2,527(Increase) in other assets
    
    
    (1
    )
    
    
    (172
    )(Decrease) in accounts payable
    
    
    (5,735
    )
    
    
    (2,522
    )Increase (decrease) in accrued expenses net of tax benefit of stock option exercise
    
    
    5,822
    
    
    
    (2,440
    )(Decrease) in other non-current liabilities
    
    
    (1,378
    )
    
    
    (112
    )Net cash provided by operating activities
    
    
    28,549
    
    
    
    86,070Cash Flows from Investing Activities:Purchase of property, plant and equipment
    
    
    (27,184
    )
    
    
    (27,687
    )Net cash (used in) investing activities
    
    
    (27,184
    )
    
    
    (27,687
    )Cash Flows from Financing Activities:Proceeds from exercise of options
    
    
    1,004
    
    
    
    778Net proceeds from issuance of stock
    
    
    
    
    
    
    249,629Purchase of stock from investors
    
    
    
    
    
    
    (152,558
    )Tax benefit of stock option exercise
    
    
    1,987
    
    
    
    Net (payments on) revolving credit facility
    
    
    
    
    
    
    (14,398
    )Payments on notes payable and long-term debt
    
    
    (46
    )
    
    
    (65,356
    )Net cash provided by financing activities
    
    
    2,945
    
    
    
    18,095Net Increase in Cash and Cash Equivalents
    
    
    4,310
    
    
    
    76,478Cash and cash equivalents at beginning of period
    
    
    76,169
    
    
    
    958Cash and cash equivalents at end of period
    
    $
    80,479
    
    
    $
    77,436
 The accompanying notes to financial statements are an integral part of these statements.
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NOTE ABASIS OF PRESENTATION
   NOTE BRECENTLY ISSUED ACCOUNTING STANDARDS
 Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133
 NOTE CINVENTORIES
  September 30,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    14,948
    
    
    $
    28,095Work-in-process
    
    
    6,348
    
    
    
    1,258Finished goods
    
    
    19,186
    
    
    
    30,866Supplies and spare parts
    
    
    12,142
    
    
    
    9,699$
    52,624
    
    
    $
    69,918
  5




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NOTE DPROPERTY, PLANT AND EQUIPMENT
  September 30,
    
    
    December 31,2008
    
    
    2007Land and land
improvements
    
    $
    8,284
    
    
    $
    7,598Buildings and building
improvements
    
    
    22,652
    
    
    
    21,357Machinery and equipment
    
    
    104,591
    
    
    
    62,326Construction in
progress
    
    
    22,843
    
    
    
    39,905158,370
    
    
    
    131,186Less accumulated
depreciation
    
    
    (41,099
    )
    
    
    (32,254
    )$
    117,271
    
    
    $
    98,932
 NOTE ENOTES PAYABLE AND DEBT
   NOTE FACCRUED EXPENSES
  September 30,
    
    
    December 31,2008
    
    
    2007Employee related costs
    
    $
    9,972
    
    
    $
    8,900Accrued income taxes
    
    
    5,662
    
    
    
    1,308EAF dust processing
reserve
    
    
    3,809
    
    
    
    1,695Insurance claim
liabilities
    
    
    2,800
    
    
    
    2,800Other
    
    
    6,162
    
    
    
    7,832$
    28,405
    
    
    $
    22,535
 NOTE GINCOME TAXES
  6




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NOTE HSTOCK-BASED COMPENSATION
        7




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NOTE IACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
        Fair Value Measurements Using Significant Other Observable Inputs (Level 2)Description
    
    September 30, 2008
    
    
    December 31, 2007Put options and swaps
included in Prepaid
expenses and other
assets
    
    $
    48,397
    
    
    $
    9,871Swaps included in
Accrued
expenses
    
    $
    805
    
    
    $
    757
  8




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NOTE JCONTINGENCIES
   NOTE KEARNINGS PER SHARE
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic earnings per share:Net income
    
    $
    9,395
    
    
    $
    24,186
    
    
    $
    33,132
    
    
    $
    73,446Weighted average shares outstanding  basic
    
    
    35,216
    
    
    
    32,376
    
    
    
    35,033
    
    
    
    27,034Basic earnings per share
    
    $
    0.27
    
    
    $
    0.75
    
    
    $
    0.95
    
    
    $
    2.72Diluted earnings per share:Net income
    
    $
    9,395
    
    
    $
    24,186
    
    
    $
    33,132
    
    
    $
    73,446Weighted average shares outstanding -
diluted
    
    
    35,332
    
    
    
    33,097
    
    
    
    35,258
    
    
    
    30,645Diluted earnings per share
    
    $
    0.27
    
    
    $
    0.73
    
    
    $
    0.94
    
    
    $
    2.40Reconciliation of average shares
outstanding  basic to average shares
outstanding  diluted:Weighted average shares outstanding  basic
    
    
    35,216
    
    
    
    32,376
    
    
    
    35,033
    
    
    
    27,034Effect of dilutive securities:Options
    
    
    116
    
    
    
    721
    
    
    
    222
    
    
    
    829Restricted stock units
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,782Weighted average shares outstanding -
diluted
    
    
    35,332
    
    
    
    33,097
    
    
    
    35,258
    
    
    
    30,645
  9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 General
  Overview
 Our History
   Factors Affecting Our Operating Results
 Market Price for Zinc
 Demand for Zinc-Based Products
 10




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Volumes
    

    USD Sales/Unit2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005(Tons, in thousands)
    
    (In whole dollars)Product:Zinc Products
    
    
    153
    
    
    
    158
    
    
    
    165
    
    
    $
    3,104
    
    
    $
    2,750
    
    
    $
    1,284EAF Dust
    
    
    458
    
    
    
    504
    
    
    
    498
    
    
    $
    99
    
    
    $
    101
    
    
    $
    94
 Cost of Sales (excluding depreciation)
 Selling, General and Administrative Expenses
 Trends Affecting Our Business
  
    
    LME price of zinc;
    
    changes in cost of energy and fuels;
    
    gain and loss of customers;
    
    pricing pressures from competitors;
    
    new entrants into the EAF dust recycling market;
    
    decline in use of zinc products;
    
    expansion into new products and expansion of our capacity, which requires us to
incur costs prior to generating revenues;
    
    expenditures required to comply with environmental and other operational
regulations; and
    
    our operational efficiency improvement programs.
  11




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Summary of Critical Accounting Policies and Estimates
  Inventories
   12




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Financial Instruments
      Recently Issued Accounting Pronouncements
 Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133
 Results of Operations
  Three months ended September 30,
    
    
    Nine months ended September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales (excluding
depreciation)
    
    
    79.9
    
    
    
    67.7
    
    
    
    79.1
    
    
    
    67.5Depreciation
    
    
    2.8
    
    
    
    1.7
    
    
    
    2.5
    
    
    
    1.7Selling, general and administrative
expenses
    
    
    4.3
    
    
    
    2.9
    
    
    
    3.8
    
    
    
    2.8Income from operations
    
    
    13.0
    
    
    
    27.7
    
    
    
    14.6
    
    
    
    28.0Interest expense
    
    
    0.3
    
    
    
    1.1
    
    
    
    0.3
    
    
    
    1.7Interest and other income
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.5
    
    
    
    0.4Income before income taxes
    
    
    13.4
    
    
    
    27.3
    
    
    
    14.8
    
    
    
    26.7Income tax provision
    
    
    4.8
    
    
    
    9.3
    
    
    
    5.4
    
    
    
    9.5Net income
    
    
    8.6
    %
    
    
    18.0
    %
    
    
    9.4
    %
    
    
    17.2
    %
 13




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Put Options2008
    
    2009
    
    Swaps
    
    TotalFair value June 30, 2007
    
    $
    
    
    
    $
    
    
    
    $
    (784
    )
    
    $
    (784
    )Purchases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    545
    
    
    
    545Gain/(loss) on settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    (772
    )
    
    
    (772
    )Mark to market adjustment on open positions
    
    
    
    
    
    
    
    
    
    
    (1,924
    )
    
    
    (1,924
    )Fair value September 30, 2007
    
    
    
    
    
    
    
    
    
    
    (2,935
    )
    
    
    (2,935
    )Purchases
    
    
    13,290
    
    
    
    
    
    
    
    
    
    
    
    13,290Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    1,192
    
    
    
    1,192Gain/(loss) on settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    (306
    )
    
    
    (306
    )Mark to market adjustment on open positions
    
    
    (3,419
    )
    
    
    
    
    
    
    1,292
    
    
    
    (2,127
    )Fair value December 31, 2007
    
    
    9,871
    
    
    
    
    
    
    
    (757
    )
    
    
    9,144Purchases
    
    
    
    
    
    
    7,008
    
    
    
    
    
    
    
    7,008Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    566
    
    
    
    566Gain/(loss) on settlements of closed positions
    
    
    (3,322
    )
    
    
    
    
    
    
    (182
    )
    
    
    (3,504
    )Mark to market adjustment on open positions
    
    
    2,612
    
    
    
    932
    
    
    
    (1,441
    )
    
    
    2,103Fair value March 31, 2008
    
    
    9,161
    
    
    
    7,940
    
    
    
    (1,814
    )
    
    
    15,287Purchases
    
    
    
    
    
    
    7,208
    
    
    
    
    
    
    
    7,208Settlements of closed positions
    
    
    (2,267
    )
    
    
    
    
    
    
    827
    
    
    
    (1,440
    )Gain/(loss) on settlements of closed positions
    
    
    736
    
    
    
    
    
    
    
    (60
    )
    
    
    676Mark to market adjustment on open positions
    
    
    5,730
    
    
    
    7,233
    
    
    
    4,522
    
    
    
    17,485Fair value June 30, 2008
    
    
    13,360
    
    
    
    22,381
    
    
    
    3,475
    
    
    
    39,216Purchases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Settlements of closed positions
    
    
    (8,866
    )
    
    
    
    
    
    
    175
    
    
    
    (8,691
    )Gain/(loss) on settlements of closed positions
    
    
    2,601
    
    
    
    
    
    
    
    (358
    )
    
    
    2,243Mark to market adjustment on open positions
    
    
    3,926
    
    
    
    11,553
    
    
    
    (655
    )
    
    
    14,824Fair value September 30, 2008
    
    $
    11,021
    
    
    $
    33,934
    
    
    $
    2,637
    
    
    $
    47,592
  2006
    
    
    
    
    
    2007
    
    2008Fiscal quarter
    
    
    
    
    
    Fiscal quarter ended
    
    Fiscal quarter endedAverage LME
    
    endedzinc price
    
    December 31
    
    March 31
    
    June 30
    
    September 30
    
    December 31
    
    March 31
    
    June 30
    
    September 30Quarter
    
    $
    1.91
    
    
    $
    1.57
    
    
    $
    1.66
    
    
    $
    1.46
    
    
    $
    1.19
    
    
    $
    1.10
    
    
    $
    0.96
    
    
    $
    0.80Year-to-date
    
    $
    1.49
    
    
    $
    1.57
    
    
    $
    1.61
    
    
    $
    1.56
    
    
    $
    1.47
    
    
    $
    1.10
    
    
    $
    1.03
    
    
    $
    0.95
 Three Months Ended September 30, 2008 Compared
with Three Months Ended September 30, 2007
 Net sales.
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##### Table of Contents



Cost of sales (excluding depreciation).
  15




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##### Table of Contents



Depreciation
 Selling, general and administrative expenses.
 Interest expense.
  Income tax provision.
 Net income.
 Nine Months Ended September 30, 2008 Compared
with Nine Months Ended September 30, 2007
 Net sales.
  16




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##### Table of Contents



Cost of sales (excluding depreciation).
   Depreciation
 17




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##### Table of Contents



Selling, general and administrative expenses.
 Interest expense.
  Income tax provision.
 Net income.
 Liquidity and Capital Resources
  Cash Flows from Operating Activities
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##### Table of Contents



Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Off-Balance Sheet Arrangements
  Available Information
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   Interest Rate Risk
  19




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##### Table of Contents



Commodity Price Risk
    
 Item 4 and 4T. Controls and Procedures.
   Changes in Internal Control over Financial Reporting
  20




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##### Table of Contents



PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  Current or future credit and financial market conditions could materially and adversely affect our
business and results of operations in several ways.
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Change in Securities.
 a. Recent Sales of Unregistered Securities:
  b. Use of Proceeds from Registered Securities.
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##### Table of Contents



Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
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##### Table of Contents



Exhibit No.
    
    Description31.1
    
    Certification by James M. Hensler, Chief Executive Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Robert D. Scherich, Chief Financial Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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##### Table of Contents



SIGNATURES
  HORSEHEAD HOLDING CORP./s/ James M. HenslerBy:
    
    James M. HenslerIts:
    
    President and Chief Executive Officer
  SIGNATURE
    
    TITLE
    
    DATE/s/ James M. Hensler
    
    Principal Executive Officer
    
    November 14, 2008James M. Hensler/s/ Robert D. Scherich
Robert D. Scherich
    
    Principal Financial and
Accounting Officer
    
    November 14, 2008
 24