##### 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
 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: 333-120908
 Converted Organics Inc.
  Delaware
    
    20-4075963(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 7A Commercial Wharf W, Boston, MA 02110
 (617) 624-0111
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    3Consolidated Balance Sheets as of September 30, 2008 (unaudited) and
December 31, 2007 (audited)
    
    3Consolidated Statements of Operations, for the three month and nine month periods
ended September 30, 2008 and 2007
    
    4Consolidated Statement of Changes in Owners Equity (Deficit) -
For the nine month period ended September 30, 2008
    
    5Consolidated Statements of Cash Flows for the nine month periods ended
September 30, 2008 and 2007
    
    6Notes
to Consolidated Interim Financial Statements (unaudited)
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    26Item 4. Controls and Procedures
    
    26PART II. OTHER INFORMATION
    
    27Item 1. Legal Proceedings
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    27Item 3. Defaults Upon Senior Securities
    
    27Item 4. Submission of Matters to a Vote of Security Holders
    
    27Item 5. Other Information
    
    27Item 6. Exhibits
    
    27EX-31.1 Certification of Chief Executive Officer pursuant to Section 302EX-31.2 Certification of Chief Financial Officer pursuant to Section 302EX-32.1 Certification of Chief Executive Officer pursuant to Section 906EX-32.2 Certification of Chief Financial Officer pursuant to Section 906
 2




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##### Table of Contents



Item 1. Financial Statements
 CONVERTED ORGANICS INC.
 
 CONSOLIDATED BALANCE SHEETS
 September 30, 2008
    
    
    December 31, 2007(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    2,844,396
    
    
    $
    287,867Restricted cash
    
    
    229,926
    
    
    
    2,590,053Accounts receivable, net
    
    
    232,013
    
    
    
    Inventories
    
    
    354,378
    
    
    
    Prepaid rent
    
    
    341,027
    
    
    
    190,600Other prepaid expenses
    
    
    140,135
    
    
    
    40,282Other receivables
    
    
    20,974
    
    
    
    55,450Total current assets
    
    
    4,162,849
    
    
    
    3,164,252Deposits
    
    
    1,032,495
    
    
    
    554,978Restricted cash
    
    
    4,607,721
    
    
    
    12,006,359Property and equipment, net
    
    
    9,822,586
    
    
    
    Construction-in-progress
    
    
    9,416,118
    
    
    
    4,947,067Capitalized bond costs, net
    
    
    873,927
    
    
    
    909,679Intangible assets, net
    
    
    1,073,375
    
    
    
    585,750Deferred financing and issuance costs, net
    
    
    108,292
    
    
    
    8,642Total assets
    
    $
    31,097,363
    
    
    $
    22,176,727LIABILITIES AND OWNERS EQUITY (DEFICIT)CURRENT LIABILITIESTerm notes payable  current
    
    $
    464,170
    
    
    $
    375,000Accounts payable
    
    
    3,758,051
    
    
    
    898,270Accrued compensation, officers, directors and consultants
    
    
    351,516
    
    
    
    397,781Accrued legal and other expenses
    
    
    195,784
    
    
    
    199,261Accrued interest
    
    
    325,481
    
    
    
    630,890Note payable, net of unamortized discount
    
    
    3,337,525
    
    
    
    Convertible note payable, current, net of unamortized discount
    
    
    327,390
    
    
    
    Mortgage payable, current
    
    
    18,164
    
    
    
    Total current liabilities
    
    
    8,778,081
    
    
    
    2,501,202Term note payable, net of current portion
    
    
    
    
    
    
    89,170Mortgage payable, net of current portion
    
    
    230,214
    
    
    
    Convertible note payable, net of current portion
    
    
    436,996
    
    
    
    Bonds payable
    
    
    17,500,000
    
    
    
    17,500,000Total liabilities
    
    
    26,945,291
    
    
    
    20,090,372COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    OWNERS EQUITY (DEFICIT)Preferred stock, $.0001 par value, authorized
10,000,000 shares; no shares issued and outstanding
    
    
    
    
    
    
    Common stock, $.0001 par value, authorized
40,000,000 shares; 5,557,968 and 4,229,898 shares
issued and
outstanding at September 30, 2008 and December 31, 2007
    
    
    555
    
    
    
    423Additional paid-in capital
    
    
    25,553,116
    
    
    
    12,460,357Members equity
    
    
    591,980
    
    
    
    Accumulated deficit
    
    
    (21,993,579
    )
    
    
    (10,374,425
    )Total owners equity
    
    
    4,152,072
    
    
    
    2,086,355Total liabilities and owners equity
    
    $
    31,097,363
    
    
    $
    22,176,727
 The accompanying notes are an integral part of these consolidated financial statements
 3




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##### Table of Contents



CONVERTED ORGANICS INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Three months ended
    
    
    Nine months endedSeptember 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008
    
    
    September 30, 2007Revenues
    
    $
    428,516
    
    
    $
    
    
    
    $
    1,181,423
    
    
    $
    Cost of good sold
    
    
    647,817
    
    
    
    
    
    
    
    1,272,365
    
    
    
    Gross loss
    
    
    (219,301
    )
    
    
    
    
    
    
    (90,942
    )
    
    
    Operating expensesGeneral and administrative expenses
    
    
    1,469,988
    
    
    
    702,481
    
    
    
    6,816,407
    
    
    
    2,217,397Research and development
    
    
    102,528
    
    
    
    178,592
    
    
    
    300,915
    
    
    
    493,243Amortization of license
    
    
    4,125
    
    
    
    4,125
    
    
    
    12,375
    
    
    
    12,375Loss from operations
    
    
    (1,795,942
    )
    
    
    (885,198
    )
    
    
    (7,220,639
    )
    
    
    (2,723,015
    )Other income/(expenses)Interest income
    
    
    59,692
    
    
    
    229,778
    
    
    
    266,319
    
    
    
    650,480Depreciation expense
    
    
    (61,542
    )
    
    
    
    
    
    
    (68,431
    )
    
    
    Amortization of capitalized costs
    
    
    (99,834
    )
    
    
    (20,041
    )
    
    
    (285,917
    )
    
    
    (42,815
    )Interest expense
    
    
    (1,156,739
    )
    
    
    (237,665
    )
    
    
    (4,284,071
    )
    
    
    (910,409
    )(1,258,423
    )
    
    
    (27,928
    )
    
    
    (4,372,100
    )
    
    
    (302,744
    )Loss before provision for income taxes
    
    
    (3,054,365
    )
    
    
    (913,126
    )
    
    
    (11,592,739
    )
    
    
    (3,025,759
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (3,054,365
    )
    
    $
    (913,126
    )
    
    $
    (11,592,739
    )
    
    $
    (3,025,759
    )Net loss per
share, basic and diluted (Note 8)
    
    $
    (0.48
    )
    
    $
    (0.21
    )
    
    $
    (1.92
    )
    
    $
    (0.80
    )Weighted
average common shares outstanding  (Note 8)
    
    
    6,390,947
    
    
    
    4,414,567
    
    
    
    6,050,593
    
    
    
    3,786,324
 The accompanying notes are an integral part of these consolidated financial statements
 4




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CONVERTED ORGANICS INC.
 
 CONSOLIDATED STATEMENT OF CHANGES IN OWNERS EQUITY (DEFICIT) (UNAUDITED)
 Nine months ended September 30, 2008
 Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalShares Issued and
    
    
    
    
    
    
    Additional
    
    
    Members
    
    
    Accumulated
    
    
    Owners EquityOutstanding
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Equity
    
    
    Deficit
    
    
    (Deficit)Balance January 1, 2008
    
    
    4,229,898
    
    
    $
    423
    
    
    $
    12,460,357
    
    
    $
    
    
    
    $
    (10,374,425
    )
    
    $
    2,086,355Consolidation of variable interest entity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,965
    
    
    
    
    
    
    
    23,965Common stock issued upon exercise of
warrants
    
    
    921,833
    
    
    
    92
    
    
    
    6,169,462
    
    
    
    
    
    
    
    
    
    
    
    6,169,554Common stock issued upon exercise of
options
    
    
    143,000
    
    
    
    14
    
    
    
    536,236
    
    
    
    
    
    
    
    
    
    
    
    536,250Warrants issued in connection with
financings, net of
cancellations
    
    
    
    
    
    
    
    
    
    
    1,113,750
    
    
    
    
    
    
    
    
    
    
    
    1,113,750Beneficial conversion features on
convertible notes
    
    
    
    
    
    
    
    
    
    
    2,943,386
    
    
    
    
    
    
    
    
    
    
    
    2,943,386Stock dividend
    
    
    263,237
    
    
    
    26
    
    
    
    (26
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of stock options
    
    
    
    
    
    
    
    
    
    
    2,329,951
    
    
    
    
    
    
    
    
    
    
    
    2,329,951Members contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    541,600
    
    
    
    
    
    
    
    541,600Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,415
    
    
    
    (11,619,154
    )
    
    
    (11,592,739
    )Balance, September 30, 2008
    
    
    5,557,968
    
    
    $
    555
    
    
    $
    25,553,116
    
    
    $
    591,980
    
    
    $
    (21,993,579
    )
    
    $
    4,152,072
 The accompanying notes are an integral part of these consolidated financial statements
 5




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##### Table of Contents



CONVERTED ORGANICS INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (11,592,739
    )
    
    $
    (3,025,759
    )Adjustments to reconcile net loss to net cash
used in operating activities:Consolidation of variable interest entity
    
    
    6,164
    
    
    
    Amortization of intangible asset  license
    
    
    12,375
    
    
    
    12,375Amortization of capitalized bond costs
    
    
    35,752
    
    
    
    31,779Amortization of deferred financing fees
    
    
    245,350
    
    
    
    Depreciation of property and equipment
    
    
    213,323
    
    
    
    11,036Amortization of beneficial conversion features
    
    
    1,780,026
    
    
    
    Amortization of discounts on private financing
    
    
    1,563,750
    
    
    
    Stock option compensation expense
    
    
    2,329,951
    
    
    
    Stock issued for extension of bridge financing
    
    
    
    
    
    
    178,048Changes in operating assets and liabilities:(Increase) decrease in:Accounts receivable
    
    
    (203,311
    )
    
    
    Inventories
    
    
    (343,264
    )
    
    
    Prepaid expenses and other current assets
    
    
    (260,280
    )
    
    
    (194,335
    )Other assets
    
    
    34,476
    
    
    
    Deposits
    
    
    (486,517
    )
    
    
    (350,000
    )Increase (decrease) in:Accounts payable and other accrued expenses
    
    
    2,631,391
    
    
    
    (588,843
    )Accrued compensation  officers, directors and consultants
    
    
    (46,265
    )
    
    
    Accrued interest
    
    
    (305,409
    )
    
    
    123,408Other
    
    
    25,000
    
    
    
    Net cash used in operating activities
    
    
    (4,360,227
    )
    
    
    (3,802,291
    )CASH FLOWS FROM INVESTING ACTIVITIESRelease of restricted cash
    
    
    9,758,765
    
    
    
    4,948,013Cash paid for acquisitions
    
    
    (1,500,000
    )
    
    
    Purchase of property and equipment
    
    
    (7,025,121
    )
    
    
    Capitalized interest
    
    
    (638,368
    )
    
    
    (299,507
    )Construction costs
    
    
    (3,830,683
    )
    
    
    (3,345,709
    )Restrictions of cash
    
    
    
    
    
    
    (20,646,611
    )Deposit on license
    
    
    
    
    
    
    (139,978
    )Net cash used in investing activities
    
    
    (3,235,407
    )
    
    
    (19,483,792
    )CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from exercise of warrants
    
    
    6,169,554
    
    
    
    Proceeds from private financing, net of original issue discount
    
    
    3,715,000
    
    
    
    Net proceeds from exercise of options
    
    
    536,250
    
    
    
    Members contributions
    
    
    541,600
    
    
    
    Payments made for deferred issuance costs
    
    
    
    
    
    
    (42,916
    )Payments made on mortgage payable
    
    
    (5,912
    )
    
    
    Repayment of term notes issued for acquisition
    
    
    (734,729
    )
    
    
    Net proceeds from bond financing (Note 3)
    
    
    
    
    
    
    16,546,625Net proceeds from initial public offering of stock (Note 6)
    
    
    
    
    
    
    8,859,784Proceeds from term notes
    
    
    
    
    
    
    89,170Repayment of term notes
    
    
    
    
    
    
    (275,000
    )Repayment of demand notes
    
    
    (69,600
    )
    
    
    (100,000
    )Repayment of bridge loan
    
    
    
    
    
    
    (1,515,000
    )Net cash provided by financing activities
    
    
    10,152,163
    
    
    
    23,562,663NET INCREASE IN CASH
    
    
    2,556,529
    
    
    
    276,580CASH AND CASH EQUIVALENTS, beginning of period
    
    
    287,867
    
    
    
    66,853CASH AND CASH EQUIVALENTS, end of period
    
    $
    2,844,396
    
    
    $
    343,433Supplemental cash flow information:Cash paid during the period in:Interest
    
    $
    1,722,863
    
    
    $
    908,456Non-cash financing activities:Financing costs paid from proceeds of private financing
    
    $
    335,000
    
    
    $
    Issuance costs paid from proceeds of initial public
offering
    
    
    
    
    
    
    990,000Issuance costs paid from proceeds of bond financing
    
    
    
    
    
    
    953,375Deferred financing and issuance costs
    
    
    
    
    
    
    207,158Beneficial conversion discount on convertible note
    
    
    2,943,386
    
    
    
    Warrants issued in connection with financing
    
    
    1,113,750
    
    
    
    
 The accompanying notes are an integral part of these consolidated financial statements
 6




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##### Table of Contents



CONVERTED ORGANICS INC.
 
 NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
 (UNAUDITED)
 NOTE 1  BASIS OF PRESENTATION
   NOTE 2  SIGNIFICANT ACCOUNTING POLICIES
 NATURE OF OPERATIONS
     CONSOLIDATION
  7




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CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
 VARIABLE INTEREST ENTITY
  USE OF ESTIMATES
  CASH AND CASH EQUIVALENTS
  RESTRICTED CASH
  ACCOUNTS RECEIVABLE
  INVENTORIES
  DEFERRED FINANCING AND ISSUANCE COSTS
  8




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
 INTANGIBLE ASSETS
    ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
  EARNINGS (LOSS) PER SHARE
  RECLASSIFICATIONS
  SEGMENT REPORTING
  NOTE 3  ACQUISITIONS
   9




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 3  ACQUISITIONS  CONTINUED
     Inventories  United Organic Products, LLC
    
    $
    11,114Accounts receivable  United Organic Products, LLC
    
    
    28,702Intellectual property  Waste Recovery Industries, LLC
    
    
    500,000Building  United Organic Products, LLC
    
    
    668,325Equipment and machinery  United Organic Products, LLC
    
    
    2,016,772Assumption of liabilities  United Organic Products, LLC
    
    
    (224,913
    )Total allocation of purchase price
    
    $
    3,000,000
   Nine months ending September 30,2008
    
    2007Revenues (in thousands)
    
    $
    1,181
    
    
    $
    1,067Net loss (in thousands)
    
    
    (11,621
    )
    
    
    (3,647
    )Net loss per share  basic and diluted
    
    
    (2.21
    )
    
    
    (1.11
    )
 10




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 4  PROPERTY AND EQUIPMENT
  Land and improvements
    
    $
    325,691Building and improvements
    
    
    6,211,115Machinery and equipment
    
    
    3,448,895Vehicles
    
    
    34,000Office equipment and furniture
    
    
    16,20810,035,909Less: Accumulated depreciation and amortization
    
    
    (213,323
    )Total property and equipment
    
    $
    9,822,586
 NOTE 5  CASH EQUIVALENTS MEASURED AT FAIR VALUE
  Balance atAssets
    
    Level 1
    
    Level 2
    
    Level 3
    
    September 30, 2008Certificate of deposit
    
    $
    425,250
    
    
    
    
    
    
    
    
    
    
    $
    425,250
  NOTE 6  DEBT
 TERM NOTES
  11




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 6  DEBT  CONTINUED
  2008
    
    
    2007Term note dated August 27, 2004
    
    $
    250,000
    
    
    $
    250,000Term note dated September 6, 2005
    
    
    125,000
    
    
    
    125,000Term note dated April 30, 2007
    
    
    89,170
    
    
    
    89,170464,170
    
    
    
    464,170Less: current portion
    
    
    (464,170
    )
    
    
    (375,000
    )$
    -0-
    
    
    $
    89,170
  BOND FINANCING
  CONVERTIBLE NOTE PAYABLE
  MORTGAGE NOTE PAYABLE
  PRIVATE FINANCING
  12




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 6  DEBT  CONTINUED
      REGISTRATION RIGHTS AGREEMENT
  13




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 6  DEBT  CONTINUED
   NOTE 7  CAPITALIZATION OF INTEREST COSTS
  NOTE 8  OWNERS EQUITY (DEFICIT)
      14




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 8  OWNERS EQUITY (DEFICIT)  CONTINUED
 WARRANT EXERCISE
  WARRANT REDEMPTION
    EARNINGS
(LOSS) PER SHARE
  NOTE 9  STOCK OPTION PLAN
   15




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 9  STOCK OPTION PLAN  CONTINUED
  2008Weighted AverageShares
    
    
    Price per ShareOutstanding at January 1, 2008
    
    
    653,000
    
    
    $
    3.75Granted
    
    
    736,735
    
    
    $
    5.02Exercised
    
    
    (143,000
    )
    
    $
    3.75Canceled
    
    
    
    
    
    
    Outstanding and exercisable
at September 30, 2008
    
    
    1,246,735
    
    
    $
    4.50
  NOTE 10  RELATED PARTY TRANSACTIONS
 ACCRUED COMPENSATION-OFFICERS, DIRECTORS AND CONSULTANTS
  NOTES PAYABLE
   NOTE 11 COMMITMENTS AND CONTINGENCIES
  For years ended December 31,2008 (October 1, 2008 through December 31, 2008)
    
    $
    256,4282009
    
    
    1,044,8202010
    
    
    1,044,8202011
    
    
    1,045,2002012
    
    
    1,069,1002013 and thereafter
    
    
    8,983,022$
    13,443,390
 LEGAL PROCEEDINGS
  16




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##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 12  MANAGEMENTS PLAN OF OPERATION
  NOTE 13  SUBSEQUENT EVENTS
   17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Introduction
  Woodbridge Facility
  18




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##### Table of Contents



UOP Acquisition; Gonzales Facility
   WRI Acquisition
  19




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##### Table of Contents



Rhode Island Facility
  January 2008 Financing
     20




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Pro Forma Financial Information
   Nine months ending September 30,2008
    
    
    2007Revenues (in thousands)
    
    $
    1,181
    
    
    $
    1,067Net loss (in thousands)
    
    
    (11,621
    )
    
    
    (3,647
    )Net loss per share  basic and diluted
    
    
    (2.21
    )
    
    
    (1.11
    )
 Construction and Start-up Period
  21




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Full-scale Operations
   Future Development
   22




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Trends and Uncertainties Affecting our Operations
  Liquidity and Capital Resources
   23




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24




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Results of Operations
         Off-Balance Sheet Transactions
  25




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
   Item 4. Controls and Procedures
    26




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PART II  OTHER INFORMATION
  Item 1. Legal Proceedings
   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
   Item 5. Other Information.
   Item 6. Exhibits
 Exhibit No.
    
    Description of Exhibit31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 90632.2
    
    Certification of Chief Financial Officer pursuant to Section 906
 27




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SIGNATURES
  Converted Organics Inc.Date: November 19, 2008
    /s/ Edward J. GildeaEdward J. GildeaPresident and Chief Executive OfficerDate: November 19, 2008
    /s/ David R. AllenDavid R. AllenChief Financial Officer and Executive Vice
President of AdministrationDate: November 19, 2008
    /s/ Ellen P. ONeilEllen P. ONeilVice President of Finance & Accounting 28