##### 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 March 31, 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
 Metalico, Inc.
 
 Delaware
    
    001-32453
    
    52-2169780(State or other jurisdiction of 
incorporation or organization)
    
    (Commission file number)
    
    (I.R.S. Employer Identification No.)186 North Avenue East 
Cranford, NJ
    
    07016
    
    (908) 497-9610(Address of Principal Executive Offices)
    
    (Zip Code)
    
    (Registrants Telephone Number)
 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




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##### 



METALICO, INC.
Form 10-Q Quarterly Report
Table of Contents
 PART IItem 1.
    
    Unaudited Condensed Consolidated Financial Statements.
    
    
    2Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation.
    
    
    17Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
    
    
    24Item 4.
    
    Controls and Procedures.
    
    
    24PART IIItem 1.
    
    Legal Proceedings.
    
    
    25Item 1A
    
    Risk Factors.
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 6.
    
    Exhibits.
    
    
    26Certification of Chief Executive OfficerCertification of Chief Financial Officer1350 Certification of Chief Executive Officer1350 Certification of Chief Financial Officer
  1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements
 METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2008 and December 31, 2007
 March 31,
    
    
    December 31,2008
    
    
    2007(Unaudited)($ thousands)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    4,842
    
    
    $
    3,309Trade receivables, net
    
    
    62,539
    
    
    
    41,668Inventories
    
    
    58,544
    
    
    
    49,548Vendor advances, net
    
    
    7,166
    
    
    
    286Stock subscriptions receivable
    
    
    5,003
    
    
    
    Prepaid expenses and other
    
    
    6,935
    
    
    
    4,606Deferred income taxes
    
    
    4,100
    
    
    
    3,874Total Current Assets
    
    
    149,129
    
    
    
    103,291Cash restricted for investment
    
    
    6,270
    
    
    
    9,232Property and equipment, net
    
    
    46,207
    
    
    
    44,708Goodwill
    
    
    95,532
    
    
    
    78,565Other intangibles, net
    
    
    25,863
    
    
    
    22,525Other assets, net
    
    
    13,436
    
    
    
    11,249Total Assets
    
    $
    336,437
    
    
    $
    269,570LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesShort-term debt
    
    $
    7,212
    
    
    $
    5,887Current maturities of other long-term debt
    
    
    7,602
    
    
    
    5,497Accounts payable
    
    
    14,230
    
    
    
    19,197Accrued expenses
    
    
    14,157
    
    
    
    8,405Income taxes payable
    
    
    4,078
    
    
    
    2,485Total Current Liabilities
    
    
    47,279
    
    
    
    41,471Long-Term LiabilitiesLong-term debt, less current maturities
    
    
    106,968
    
    
    
    83,719Accrued and other
    
    
    7,501
    
    
    
    6,708Deferred income taxes
    
    
    5,882
    
    
    
    5,882Total Long-Term Liabilities
    
    
    120,351
    
    
    
    96,309Total Liabilities
    
    
    167,630
    
    
    
    137,780Minority interest
    
    
    7,615
    
    
    
    7,773Redeemable common stock
    
    
    4,000
    
    
    
    Stockholders EquityCommon stock
    
    
    35
    
    
    
    32Additional paid-in capital
    
    
    125,676
    
    
    
    98,188Retained earnings
    
    
    32,202
    
    
    
    26,133Accumulated other comprehensive loss
    
    
    (721
    )
    
    
    (336
    )157,192
    
    
    
    124,017Total Liabilities and Stockholders Equity
    
    $
    336,437
    
    
    $
    269,570
  2




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##### Table of Contents



METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2008 and 2007
 2008
    
    
    2007(Unaudited)($ thousands, except share data)Revenue
    
    $
    170,548
    
    
    $
    51,752Costs and expensesOperating expenses
    
    
    148,248
    
    
    
    41,762Selling, general, and administrative expenses
    
    
    7,154
    
    
    
    3,699Depreciation and amortization
    
    
    2,027
    
    
    
    1,097157,429
    
    
    
    46,558Operating income
    
    
    13,119
    
    
    
    5,194Financial and other income (expense)Interest expense
    
    
    (3,217
    )
    
    
    (404
    )Other
    
    
    124
    
    
    
    108(3,093
    )
    
    
    (296
    )Income from continuing operations before income taxes and minority interest
    
    
    10,026
    
    
    
    4,898Provision for federal and state income taxes
    
    
    3,710
    
    
    
    1,766Income from continuing operations before minority interest
    
    
    6,316
    
    
    
    3,132Minority interest
    
    
    158
    
    
    
    36Income from continuing operations
    
    
    6,474
    
    
    
    3,168Discontinued operations, net
    
    
    (405
    )
    
    
    (60
    )Net income
    
    $
    6,069
    
    
    $
    3,108Earnings (loss) per common share:Basic:Income from continuing operations
    
    $
    0.20
    
    
    $
    0.12Discontinued operations, net
    
    
    (.01
    )
    
    
    Net income
    
    $
    0.19
    
    
    $
    0.12Diluted:Income from continuing operations
    
    $
    0.20
    
    
    $
    0.12Discontinued operations, net
    
    
    (.01
    )
    
    
    Net income
    
    $
    0.19
    
    
    $
    0.12Weighted Average Common Shares Outstanding:Basic
    
    
    32,339,468
    
    
    
    26,131,752Diluted
    
    
    32,787,293
    
    
    
    26,438,340
  3




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METALICO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2008 and 2007
 2008
    
    
    2007(Unaudited)($ thousands)Cash Flows from Operating ActivitiesNet income
    
    $
    6,069
    
    
    $
    3,108Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    2,349
    
    
    
    1,101Deferred income taxes
    
    
    (226
    )
    
    
    (1,900
    )Provision for doubtful accounts receivable
    
    
    129
    
    
    
    10Minority interest in loss of consolidated subsidiary
    
    
    (158
    )
    
    
    (36
    )Compensation expense on restricted stock, stock options and warrants issued
    
    
    332
    
    
    
    109Change in assets and liabilities:Increase in:Receivables
    
    
    (16,880
    )
    
    
    (2,074
    )Inventories
    
    
    (5,281
    )
    
    
    (426
    )Prepaid expenses and other
    
    
    (3,416
    )
    
    
    (565
    )Increase in:Accounts payable, accrued expenses, and income taxes payable
    
    
    774
    
    
    
    671Net cash used in operating activities
    
    
    (16,308
    )
    
    
    (2
    )Cash Flows from Investing ActivitiesPurchase of property and equipment
    
    
    (2,300
    )
    
    
    (2,105
    )Investment in unconsolidated subsidiary
    
    
    (600
    )
    
    
    Cash paid for business acquisitions, less cash acquired
    
    
    (27,132
    )
    
    
    Increase in other assets
    
    
    (2,004
    )
    
    
    (4
    )Cash restricted for investment
    
    
    3,562
    
    
    
    (725
    )Net cash used in investing activities
    
    
    (28,474
    )
    
    
    (2,834
    )Cash Flows from Financing ActivitiesNet borrowings under revolving lines-of-credit
    
    
    6,626
    
    
    
    2,307Proceeds from other borrowings
    
    
    18,001
    
    
    
    392Principal payments on other borrowings
    
    
    (1,957
    )
    
    
    (754
    )Proceeds from issuance of common stock
    
    
    23,495
    
    
    
    Proceeds from issuance of subsidiary stock
    
    
    
    
    
    
    225Proceeds from issuance of common stock on exercised warrants and options
    
    
    150
    
    
    
    17Net cash provided by financing activities
    
    
    46,315
    
    
    
    2,187Net increase (decrease) in cash and cash equivalents
    
    
    1,533
    
    
    
    (649
    )Cash and cash equivalents:Beginning
    
    
    3,309
    
    
    
    1,462Ending
    
    $
    4,842
    
    
    $
    813
  4




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METALICO, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ thousands, except share data)
(Unaudited)
 Note 1  General
 Business
  Basis of Presentation
    Significant Accounting Policies
 Vendor Advances :
 Note 2  Business Acquisitions
  5




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AssetsCash
    
    $
    6Accounts receivable
    
    
    4,120Inventory
    
    
    3,715Other current assets
    
    
    5,793Property and equipment
    
    
    782Other Intangibles
    
    
    3,783Goodwill
    
    
    15,134Liabilities AssumedAccounts payable and accrued expenses
    
    
    (18
    )Short term debt and notes payable
    
    
    (154
    )Net assets acquired
    
    $
    33,161
   Three Months Ended
    
    Three Months EndedMarch 31, 2008
    
    March 31, 2007Revenues
    
    $
    184,781
    
    
    $
    82,313Net Income
    
    $
    6,673
    
    
    $
    4,028Earnings Per ShareBasic
    
    $
    0.21
    
    
    $
    0.15Diluted
    
    $
    0.20
    
    
    $
    0.15
 Business acquisition (scrap metal recycling segment):
 6




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AssetsCash
    
    $
    281Accounts receivable
    
    
    3,405Inventory
    
    
    3,637Other current assets
    
    
    1,002Property and equipment
    
    
    859Other assets
    
    
    10Other intangibles
    
    
    1,160Goodwill
    
    
    34,457Liabilities AssumedAccounts payable and accrued expenses
    
    
    (2,435
    )Short term debt and notes payable
    
    
    (2,968
    )Present value of put option for remaining 17.5%
    
    
    (5,734
    )Deferred tax liabilities
    
    
    (443
    )Other liabilities
    
    
    (1,743
    )Net assets acquired
    
    $
    31,488
   Three Months EndedMarch 31, 2007Revenues
    
    $
    60,211Net Income
    
    $
    2,547Earnings Per ShareBasic
    
    $
    0.10Diluted
    
    $
    0.10
 Business acquisition (scrap metal recycling segment):
 AssetsInventory
    
    $
    3,360Other current assets
    
    
    109Property and equipment
    
    
    7,000Other intangibles
    
    
    13,600Covenants not-to-compete
    
    
    55Goodwill
    
    
    9,961Liabilities AssumedAccounts payable and accrued expenses
    
    
    (575
    )Net assets acquired
    
    $
    33,510
 7




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Three Months EndedMarch 31, 2007Revenues
    
    $
    67,368Net Income
    
    $
    3,590Earnings Per ShareBasic
    
    $
    0.14Diluted
    
    $
    0.14
 Business acquisition (scrap metal recycling segment):
 AssetsCash
    
    $
    362Accounts receivable
    
    
    3,818Inventory
    
    
    4,846Property and equipment
    
    
    70Other assets
    
    
    7Covenants not-to-compete
    
    
    375Other intangibles
    
    
    3,600Goodwill
    
    
    3,846Liabilities AssumedDebt
    
    
    (2,079
    )Accounts payable and accrued expenses
    
    
    (3,341
    )Deferred tax liabilities
    
    
    (1,342
    )Net assets acquired
    
    $
    10,162
   Three Months EndedMarch 31, 2007Revenues
    
    $
    59,057Net Income
    
    $
    3,550
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Three Months EndedMarch 31, 2007Earnings Per ShareBasic
    
    $
    0.14Diluted
    
    $
    0.13
 Note 3  Inventories
  March 31,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    8,051
    
    
    $
    13,226Finished goods
    
    
    9,756
    
    
    
    12,704Work-in-process
    
    
    5,525
    
    
    
    7,216Ferrous scrap metal
    
    
    5,906
    
    
    
    5,427Non-ferrous scrap metal
    
    
    29,306
    
    
    
    10,975$
    58,544
    
    
    $
    49,548
 Note 4  Accrued Expenses and Other Liabilities
  March 31, 2008
    
    
    December 31, 2007Current
    
    
    Long-Term
    
    
    Total
    
    
    Current
    
    
    Long-Term
    
    
    TotalEnvironmental remediation costs
    
    $
    3,105
    
    
    $
    1,014
    
    
    $
    4,119
    
    
    $
    2,933
    
    
    $
    714
    
    
    $
    3,647Payroll and employee benefits
    
    
    2,952
    
    
    
    
    
    
    
    2,952
    
    
    
    2,699
    
    
    
    
    
    
    
    2,699Interest and bank fees
    
    
    1,708
    
    
    
    
    
    
    
    1,708
    
    
    
    971
    
    
    
    
    
    
    
    971Accrued inventory purchases
    
    
    3,442
    
    
    
    
    
    
    
    3,442
    
    
    
    64
    
    
    
    
    
    
    
    64Obligations under put options
    
    
    
    
    
    
    6,182
    
    
    
    6,182
    
    
    
    
    
    
    
    5,973
    
    
    
    5,973Other
    
    
    2,950
    
    
    
    305
    
    
    
    3,255
    
    
    
    1,738
    
    
    
    21
    
    
    
    1,759$
    14,157
    
    
    $
    7,501
    
    
    $
    21,658
    
    
    $
    8,405
    
    
    $
    6,708
    
    
    $
    15,113
 Note 5  Stock Options and Stock Based Compensation
   Note 6  Short and Long-Term Debt
  9




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Note 7  Stockholders Equity
   Additional
    
    
    
    
    
    
    Other
    
    
    TotalCommon
    
    
    Paid in
    
    
    Retained
    
    
    Comprehensive
    
    
    Stockholders'Stock
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    EquityBalance December 31, 2007
    
    $
    32
    
    
    $
    98,188
    
    
    $
    26,133
    
    
    $
    (336
    )
    
    $
    124,017Net Income
    
    
    
    
    
    
    
    
    
    
    6,069
    
    
    
    
    
    
    
    6,069Sale of 2,923,077 shares of common stock.
    
    
    3
    
    
    
    27,006
    
    
    
    
    
    
    
    
    
    
    
    27,009Issuance of 45,257 shares of common stock
in exchange for options exercised
    
    
    
    
    
    
    150
    
    
    
    
    
    
    
    
    
    
    
    150Issuance of 167,000 shares of restricted
common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock based compensation expense
    
    
    
    
    
    
    332
    
    
    
    
    
    
    
    
    
    
    
    332Unrealized loss on interest rate swap
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (385
    )
    
    
    (385
    )Balance March 31, 2008
    
    $
    35
    
    
    $
    125,676
    
    
    $
    32,202
    
    
    $
    (721
    )
    
    $
    157,192
  Note 8  Earnings Per Share
  10




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Three Months Ended March 31, 2008Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSIncome from continuing operations
    
    $
    6,474
    
    
    
    32,339,468
    
    
    $
    0.20Effect of Dilutive SecuritiesCommon stock warrants
    
    
    
    
    
    
    88,627Options and rights
    
    
    
    
    
    
    359,198Diluted EPSIncome from continuing
operations plus assumed
conversions
    
    $
    6,474
    
    
    
    32,787,293
    
    
    $
    0.20
 Three Months Ended March 31, 2007Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPSIncome from continuing operations
    
    $
    3,168
    
    
    
    26,131,752
    
    
    $
    0.12Effect of Dilutive SecuritiesCommon stock warrants
    
    
    
    
    
    
    137,088Options and rights
    
    
    
    
    
    
    169,500Diluted EPS
Income from continuing
operations plus assumed
conversions
    
    $
    3,168
    
    
    
    26,438,340
    
    
    $
    0.12
 11




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Note 9  Commitments and Contingencies
 Environmental Remediation Matters
      12




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Beacon Energy Corp., Repurchase Obligation
           13




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Capital Expenditures Commitment -  Mayco Industries, Inc.  Rolling Mill Project
  Pending Litigation
  Note 10  Segment Reporting
  14




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Scrap Metal
    
    
    
    
    
    CorporateRecycling
    
    Lead Fabrication
    
    and Other
    
    ConsolidatedMarch 31, 2008Revenues from external customers
    
    $
    143,489
    
    
    $
    27,059
    
    
    $
    
    
    
    $
    170,548Operating income (loss)
    
    
    16,330
    
    
    
    (2,268
    )
    
    
    (943
    )
    
    
    13,119Total assets
    
    
    249,921
    
    
    
    57,921
    
    
    
    28,595
    
    
    
    336,437March 31, 2007Revenues from external customers
    
    $
    33,137
    
    
    $
    18,615
    
    
    $
    
    
    
    $
    51,752Operating income (loss)
    
    
    4,015
    
    
    
    2,646
    
    
    
    (1,467
    )
    
    
    5,194Total assets
    
    
    63,260
    
    
    
    44,780
    
    
    
    15,009
    
    
    
    123,049
 Note 11  Income Taxes
  Note 12  Subsidiary Investments
   Note 13  Discontinued Operations
   Note 14  Subsequent Events
  15




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16




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This Form 10-Q includes certain statements that may be deemed to be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements
in this Form 10-Q which address activities, events or developments that Metalico, Inc. (herein,
Metalico, the Company, we, us, our or other similar terms) expects or anticipates will or
may occur in the future, including such things as future acquisitions (including the amount and
nature thereof), business strategy, expansion and growth of our business and operations, general
economic and market conditions and other such matters are forward-looking statements. Although we
believe the expectations expressed in such forward-looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business, a number of factors could cause
actual results to differ materially from those expressed in any forward-looking statements. These
and other risks, uncertainties and other factors are discussed under Risk Factors appearing in
our Annual Report on Form 10-K for the year ended December 31, 2007, as the same may be amended
from time to time.
 
 tem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto included under Item 1 of this Report. In
addition, reference should be made to the audited consolidated financial statements and notes
thereto and related Managements Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the year ended December 31, 2007 (Annual
Report).
 General
   Critical Accounting Policies
   Contingencies
  Valuation of Long-lived Assets and Goodwill
  17




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Revenue Recognition
  Accounts Receivable and Allowance for Uncollectible Accounts Receivable
   Inventory
  RESULTS OF OPERATIONS
   RevenuesMarch 31, 2008
    
    
    March 31, 2007Net
    
    
    
    
    
    
    
    
    
    
    NetWeight
    
    
    Sales
    
    
    %
    
    
    Weight
    
    
    Sales
    
    
    %Scrap Metal RecyclingFerrous metals (tons)
    
    
    84.3
    
    
    $
    31,993
    
    
    
    18.8
    
    
    
    46.3
    
    
    $
    11,657
    
    
    
    22.5Non-ferrous metals (lbs.)
    
    
    31,487
    
    
    
    111,495
    
    
    
    65.3
    
    
    
    16,148
    
    
    
    21,480
    
    
    
    41.5Total Scrap Metal Recycling.
    
    
    
    
    
    
    143,488
    
    
    
    84.1
    
    
    
    
    
    
    
    33,137
    
    
    
    64.0Lead Fabrication (lbs.)
    
    
    15,219
    
    
    
    27,059
    
    
    
    15.9
    
    
    
    15,123
    
    
    
    18,615
    
    
    
    36.0Total Revenue
    
    
    
    
    
    $
    170,548
    
    
    
    100.0
    
    
    
    
    
    
    $
    51,752
    
    
    
    100.0
 18




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Average
    
    Average
    
    AverageFerrous
    
    Non-Ferrous
    
    LeadFor the quarter ending:
    
    Price per ton
    
    Price per lb.
    
    Price per lb.March 31, 2008
    
    $
    379
    
    
    $
    3.54
    
    
    $
    1.78December 31, 2007
    
    $
    278
    
    
    $
    2.23
    
    
    $
    1.98September 30, 2007
    
    $
    278
    
    
    $
    1.95
    
    
    $
    1.67June 30, 2007
    
    $
    233
    
    
    $
    1.50
    
    
    $
    1.30March 31, 2007
    
    $
    252
    
    
    $
    1.33
    
    
    $
    1.23December 31, 2006
    
    $
    190
    
    
    $
    1.25
    
    
    $
    1.15September 30, 2006
    
    $
    209
    
    
    $
    1.26
    
    
    $
    0.93June 30, 2006
    
    $
    240
    
    
    $
    1.17
    
    
    $
    0.98
 Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
  Scrap Metal Recycling
 Ferrous Sales
  Non-Ferrous Sales
  Lead Fabrication
  19




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##### Table of Contents



Operating Expenses
  Selling, General, and Administrative
  Depreciation and Amortization
  Operating Income
  Financial and Other Income/(Expense)
    Income Taxes
  Minority Interest in Losses of Subsidiaries
 20




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##### Table of Contents



Discontinued Operations
   LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
     21




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##### Table of Contents



Future Capital Requirements
  Beacon Energy Investment
   22




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##### Table of Contents



Beacon Energy Corp. Repurchase Obligation
           23




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##### Table of Contents



Capital Expenditure Commitment
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest rate risk
  Commodity price risk
  Foreign currency risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
 (a) Evaluation of disclosure controls and procedures.
  24




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##### Table of Contents



(b) Changes in internal controls over financial reporting.
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   25




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 6. Exhibits.
  31.1
    
    Certification of Chief Executive Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended31.2
    
    Certification of Chief Financial Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended32.1
    
    Certification of Chief Executive Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code32.2
    
    Certification of Chief Financial Officer of Metalico, Inc. pursuant
to Rule 13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the
United States Code
 26




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##### Table of Contents



SIGNATURES
  METALICO, INC.
(Registrant)Date:  April 24, 2008
    By:
    /s/ CARLOS E. AGÜEROCarlos E. AgüeroChairman, President and Chief
Executive Officer Date:  April 24, 2008
    By:
    /s/ ERIC W. FINLAYSONEric W. FinlaysonSenior Vice President and Chief
Financial Officer (Principal
Financial  Officer and Principal
Accounting Officer) 27