DELAWARE
|
94-1690082
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
Item
1. Financial Statements
|
||
Condensed
Consolidated Balance Sheets as of June 30, 2008 and December 31,
2007
|
3
|
|
Condensed
Consolidated Statements of Operations for the Three Months Ended and Six
Months Ended June 30, 2008 and 2007
|
4 | |
Condensed
Consolidated Statements of Cash Flows for the Three Months Ended and Six
Months Ended June 30, 2008 and 2007
|
5 | |
Condensed
Statements of Stockholders’ Equity and Other Comprehensive
Income
|
6
|
|
Notes
to Condensed Consolidated Financial
Statements
|
7
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of
Operations
|
12
|
|
Item
3. Quantitative and Qualitative Disclosure About Market
Risk
|
16
|
|
Item
4. Controls and
Procedures
|
17
|
|
PART
II. OTHER INFORMATION
|
||
Item
1. Legal Proceedings
|
18
|
|
Item
1A. Risk Factors
|
18
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
18
|
|
Item
3. Defaults Upon Senior Securities
|
18
|
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
18
|
|
Item
5. Other Information
|
19
|
|
Item
6. Exhibits
|
19
|
|
Signatures
|
20
|
|
Certification
of CEO Pursuant to Rule 13a-14(a)/15d-14a
|
||
Certification
of CFO Pursuant to Rule 13a-14(a)/15d-14a
|
||
Certification
of CEO Pursuant to Section 1350
|
||
Certification
of CFO Pursuant to Section 1350
|
June 30,
|
December
31,
|
||||||
2008
|
2007
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash
equivalents
|
$
|
15,491
|
$
|
15,125
|
|||
Restricted
cash
|
1,219
|
1,358
|
|||||
Accounts receivable, net of allowance for doubtful accounts of
$613 at June 30, 2008 and $1,271 at December 31,
2007
|
83,154
|
67,818
|
|||||
Deferred
costs
|
15,548
|
4,860
|
|||||
Prepaid expenses and other current assets
|
6,467
|
7,935
|
|||||
Total
current
assets
|
121,879
|
97,096
|
|||||
Property
and equipment:
|
|||||||
Cost
|
277,093
|
231,105
|
|||||
Less:
Accumulated depreciation and
amortization
|
(73,721
|
)
|
(53,804
|
)
|
|||
203,372
|
177,301
|
||||||
Goodwill
|
73,414
|
73,414
|
|||||
Other
assets, net
|
6,646
|
6,510
|
|||||
Total
assets
|
$
|
405,311
|
$
|
354,321
|
LIABILITIES,
MEZZANINE AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Short-term
debt and current portion of long-term debt and capital lease
obligations
|
$
|
24,876
|
$
|
19,560
|
|||
Accounts
payable
|
46,449
|
19,379
|
|||||
Accrued
liabilities
|
28,684
|
25,949
|
|||||
Other
current liabilities
|
13,663
|
19,572
|
|||||
Total
current
liabilities
|
113,672
|
84,460
|
|||||
Long-term
debt and capital lease obligations, net of current
portion
|
78,418
|
60,352
|
|||||
Deferred
income tax and other non-current
liabilities
|
16,619
|
17,618
|
|||||
Total
liabilities
|
208,709
|
162,430
|
|||||
Commitments
& Contingencies
|
|||||||
Mezzanine
equity: Preferred stock, Series B Senior Convertible, $10.00
par value;
|
|||||||
257,526
shares issued and outstanding as of June 30, 2008 and
247,529
shares issued and outstanding as of December 31,
2007
|
63,496
|
60,926
|
|||||
Stockholders’
equity:
|
|||||||
Common
stock, $.01 par value; 100,000,000 shares authorized,
10,559,890
shares issued and 10,396,018 shares outstanding as of June 30, 2008 and
10,471,944 shares issued and 10,315,982 shares outstanding as of December
31, 2007
|
106
|
105
|
|||||
Additional
paid-in
capital
|
190,034
|
191,212
|
|||||
Accumulated
deficit
|
(57,054
|
)
|
(60,372
|
)
|
|||
Accumulated
other comprehensive
income
|
20
|
20
|
|||||
Total
stockholders’ equity
|
133,106
|
130,965
|
|||||
Total
liabilities, mezzanine and stockholders’ equity
|
$
|
405,311
|
$
|
354,321
|
Three
Months Ended
|
Six
Months Ended
|
||||||||
June
30
|
June
30
|
||||||||
2008
|
2007
|
2008
|
2007
|
||||||
Revenue:
|
|||||||||
Seismic
acquisition
|
$
|
110,468
|
$
|
68,715
|
$
|
227,758
|
$
|
177,080
|
|
Data
processing
|
3,111
|
2,889
|
5,975
|
5,488
|
|||||
Total
revenue
|
113,579
|
71,604
|
233,733
|
182,568
|
|||||
Expenses:
|
|||||||||
Seismic
acquisition
|
89,240
|
61,354
|
179,412
|
142,140
|
|||||
Data
processing
|
2,327
|
2,718
|
4,570
|
5,061
|
|||||
Depreciation
and amortization
|
11,787
|
8,188
|
22,778
|
15,720
|
|||||
General
and administrative
|
9,586
|
6,532
|
18,888
|
15,752
|
|||||
Total
Expenses
|
112,940
|
78,792
|
225,648
|
178,673
|
|||||
(Loss)
gain on disposal of property and equipment
|
(404
|
)
|
(415
|
)
|
(485
|
)
|
(380
|
)
|
|
Gain
on insurance claims
|
697
|
621
|
697
|
2,128
|
|||||
Income
from operations
|
932
|
(6,982
|
)
|
8,297
|
5,643
|
||||
Other
income (expenses):
|
|||||||||
Interest
income
|
127
|
329
|
286
|
595
|
|||||
Interest
expense
|
(1,583
|
)
|
(3,268
|
)
|
(3,063
|
)
|
(7,421
|
)
|
|
Loss
on redemption of floating rate notes
|
-
|
(6,936
|
)
|
-
|
(6,936
|
)
|
|||
Foreign
exchange gain (loss)
|
154
|
499
|
(184
|
)
|
528
|
||||
Other,
net
|
18
|
363
|
(305
|
)
|
587
|
||||
Total
other expenses, net
|
(1,284
|
)
|
(9,013
|
)
|
(3,266
|
)
|
(12,647
|
)
|
|
Income
(loss) before income taxes
|
(352
|
)
|
(15,995
|
)
|
5,031
|
(7,004)
|
|||
Provision
(benefit) for income taxes
|
193
|
(1,749
|
)
|
1,713
|
938
|
||||
Net
income (loss)
|
(545
|
)
|
(14,246
|
)
|
3,318
|
(7,942
|
)
|
||
Returns
to preferred stockholders:
|
|||||||||
Dividend
and accretion costs
|
1,301
|
1,204
|
2,577
|
2,382
|
|||||
Income
(loss) applicable to common stockholders
|
$
|
(1,846
|
)
$
|
(15,450
|
)
$
|
741
|
$
|
(10,324
|
)
|
Income
per common share
|
|||||||||
Basic
|
$
|
(0.18
|
)
$
|
(1.95
|
)
$
|
0.07
|
$
|
(1.53
|
)
|
Diluted
|
$
|
(0.18
|
)
$
|
(1.95
|
)
$
|
0.07
|
$
|
(1.53
|
)
|
Weighted
average common shares outstanding
|
|||||||||
Basic
|
10,355
|
7,918
|
10,336
|
6,750
|
|||||
Diluted
|
10,355
|
7,918
|
10,583
|
6,750
|
Six
Months Ended
June
30,
|
|||||
2008
|
2007
|
||||
OPERATING
ACTIVITIES
|
|||||
Net
income
|
$
|
3,318
|
$
|
(7,942
|
) |
Adjustments
to reconcile net income to net cash provided by operating
activities
|
|||||
Depreciation
and amortization
|
22,778
|
15,720
|
|||
Deferred
financing costs and loss on redemption of floating rate
notes
|
181
|
7,693
|
|||
Stock-based
compensation
|
959
|
1,317
|
|||
Gain
(loss) on sale of assets and insurance claims
|
(212
|
)
|
(1,748
|
)
|
|
Changes
in operating assets and liabilities:
|
|||||
Restricted
cash
|
139
|
19
|
|||
Accounts
receivable
|
(15,336
|
)
|
9,738
|
||
Prepaid
expenses and other assets
|
(10,199
|
)
|
68
|
||
Accounts
payable
|
27,070
|
(21,934
|
)
|
||
Accrued
and other liabilities
|
(4,181
|
)
|
(212
|
)
|
|
Net
cash provided by operating
activities
|
24,517
|
2,719
|
|||
INVESTING
ACTIVITIES
|
|||||
Proceeds
from disposal of property and equipment and insurance
claim
|
1,153
|
2,351
|
|||
Purchases
and acquisition of property and equipment
|
(35,175
|
)
|
(32,618
|
)
|
|
Net cash used in investing
activities
|
(34,022
|
)
|
(30,267
|
)
|
|
FINANCING
ACTIVITIES
|
|||||
Proceeds
from
borrowings
|
121,894
|
81,020
|
|||
Proceeds
from exercised
options
|
460
|
298
|
|||
Common
stock
issuance
|
(19
|
)
|
118,978
|
||
Payments
on capital lease obligations and vendor
financings
|
(11,135
|
)
|
(7,344
|
)
|
|
Payments
on
debt
|
(101,329
|
)
|
(60,991
|
)
|
|
Redemption
of floating rate
notes
|
-
|
(113,315
|
)
|
||
Net
cash provided by financing
activities
|
9,871
|
18,646
|
|||
Net
increase (decrease) in cash
|
366
|
(8,902
|
)
|
||
Cash
at beginning of quarter
|
15,125
|
20,404
|
|||
Cash
at end of quarter
|
$
|
15,491
|
$
|
11,502
|
|
Supplemental
disclosures related to cash flows:
|
|||||
Interest
paid
|
$
|
3,131
|
$
|
10,466
|
|
Taxes
paid
|
$
|
660
|
$
|
40
|
|
Purchase
of equipment under capital lease and vendor financing
obligations
|
$
|
15,551
|
$
|
-
|
Common
Shares Issued
|
Common
Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Accumulated
Other Comprehensive Income
|
Total
|
||||||
Balance
at January 1,
2008
|
10,471,944
|
$
|
105
|
$
|
191,212
|
$
|
(60,372)
|
$
|
20
|
$
|
130,965
|
Exercise
of stock
options
|
72,700
|
1
|
440
|
-
|
-
|
441
|
|||||
Stock-based
compensation
|
-
|
-
|
959
|
-
|
-
|
959
|
|||||
Restricted
stock
issued
|
15,246
|
-
|
-
|
-
|
-
|
-
|
|||||
Accretion
of preferred issuance costs
|
-
|
-
|
(69)
|
-
|
-
|
(69)
|
|||||
Accrual
of preferred
dividends
|
-
|
-
|
(2,508)
|
-
|
-
|
(2,508)
|
|||||
Net
income
|
-
|
-
|
-
|
3,318
|
-
|
3,318
|
|||||
Balance
at June 30,
2008
|
10,559,890
|
$
|
106
|
$
|
190,034
|
$
|
(57,054)
|
$
|
20
|
$
|
133,106
|
NOTE
1: Organization
|
NOTE
2: Basis of
Presentation and Significant Accounting
Policies
|
NOTE
3: Segment
Information
|
For
the Three Months Ended June 30, 2008
|
|||||||||||||||||||||||||||
Data Acquisition
|
Data
|
||||||||||||||||||||||||||
North America
|
International
|
Processing
|
Corporate
|
Total
|
|||||||||||||||||||||||
(In thousands)
|
|||||||||||||||||||||||||||
Revenue
|
$
|
44,082
|
$
|
66,386
|
$
|
3,111
|
$
|
-
|
$
|
113,579
|
|||||||||||||||||
Segment
income (loss)
|
$
|
3,205
|
$
|
2,017
|
$
|
369
|
$
|
(6,136
|
) $
|
(545
|
) | ||||||||||||||||
Segment
assets (at end of period)
|
$
|
118,296
|
$
|
267,096
|
$
|
7,477
|
$
|
12,442
|
$
|
405,311
|
For
the Three Months Ended June 30, 2007
|
|||||||||||||||||||||||||||
Data Acquisition
|
Data
|
||||||||||||||||||||||||||
North America
|
International
|
Processing
|
Corporate
|
Total
|
|||||||||||||||||||||||
(In thousands)
|
|||||||||||||||||||||||||||
Revenue
|
$
|
32,663
|
$
|
36,052
|
$
|
2,889
|
$
|
-
|
$
|
71,604
|
|||||||||||||||||
Segment
income (loss)
|
$
|
420
|
$
|
(2,880
|
)
|
$
|
(293
|
)
|
$
|
(11,493
|
) $
|
(14,246
|
)
|
||||||||||||||
Segment
assets (at end of period)
|
$
|
111,675
|
$
|
163,694
|
$
|
9,091
|
$
|
8,345
|
$
|
292,805
|
For
the Six Months Ended June 30, 2008
|
|||||||||||||||||||||||||||
Data Acquisition
|
Data
|
||||||||||||||||||||||||||
North America
|
International
|
Processing
|
Corporate
|
Total
|
|||||||||||||||||||||||
(In thousands)
|
|||||||||||||||||||||||||||
Revenue
|
$
|
105,826
|
$
|
121,932
|
$
|
5,975
|
$
|
-
|
$
|
233,733
|
|||||||||||||||||
Segment
income (loss)
|
$
|
10,170
|
$
|
7,162
|
$
|
499
|
$
|
(14,513
|
) $
|
3,318
|
|||||||||||||||||
Segment
assets (at end of period)
|
$
|
118,296
|
$
|
267,096
|
$
|
7,477
|
$
|
12,442
|
$
|
405,311
|
For
the Six Months Ended June 30, 2007
|
|||||||||||||||||||||||||||
Data Acquisition
|
Data
|
||||||||||||||||||||||||||
North America
|
International
|
Processing
|
Corporate
|
Total
|
|||||||||||||||||||||||
(In thousands)
|
|||||||||||||||||||||||||||
Revenue
|
$
|
83,267
|
$
|
93,813
|
$
|
5,488
|
$
|
-
|
$
|
182,568
|
|||||||||||||||||
Segment
income (loss)
|
$
|
8,577
|
$
|
7,763
|
$
|
(341
|
)
|
$
|
(23,941
|
) $
|
(7,942
|
)
|
|||||||||||||||
Segment
assets (at end of period)
|
$
|
111,675
|
$
|
163,694
|
$
|
9,091
|
$
|
8,345
|
$
|
292,805
|
NOTE
4: Debt and Capital Lease
Obligations
|
June
30,
|
December
31,
|
|||||
2008
|
2007
|
|||||
(In
thousands)
|
||||||
(Unaudited)
|
||||||
Revolving
credit lines-LIBOR plus 3.0% or prime plus 1.5%
|
$
|
60,334
|
$
|
40,537
|
||
Capital
lease obligations—7.36% to 14.26%
|
32,490
|
28,229
|
||||
Notes
payable from vendor financing arrangements—7.94% to 9.50%
|
9,684
|
11,146
|
||||
Foreign
Lines of Credit
|
786
|
-
|
||||
103,294
|
79,912
|
|||||
Less:
current portion
|
(24,876
|
)
|
(19,560
|
)
|
||
$
|
78,418
|
$
|
60,352
|
NOTE
5: Income per Common
Share
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
June
30
|
June
30
|
|||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||
Numerator:
|
||||||||||||
Net
income (loss) applicable to common stockholders
|
$
|
(1,846
|
)
$
|
(15,450
|
)
$
|
741
|
$
|
(10,324
|
)
|
|||
Denominator:
|
||||||||||||
Denominator
for basic earnings per common share
|
10,355
|
7,918
|
10,336
|
6,750
|
||||||||
Effect
of dilutive securities:
|
||||||||||||
Stock
options
|
-
|
-
|
81
|
-
|
||||||||
Warrants
|
-
|
-
|
2
|
-
|
||||||||
Restricted
stock
|
-
|
-
|
164
|
-
|
||||||||
Denominator
for diluted earnings per common share
|
10,355
|
7,918
|
10,583
|
6,750
|
||||||||
Income
(loss) per common share:
|
||||||||||||
Basic
|
$
|
(0.18
|
)
$
|
(1.95
|
) $
|
0.07
|
$
|
(1.53
|
)
|
|||
Diluted
|
$
|
(0.18
|
)
$
|
(1.95
|
)
$
|
0.07
|
$
|
(1.53
|
)
|
|||
NOTE
6: Income
Taxes
|
Available
cash:
|
$15.5
million
|
Undrawn
borrowing capacity under Revolving Credit Facility:
|
$6.7
million
|
Net
available liquidity at June 30,
2008:
|
$22.2
million
|
|
1.
|
Elect seven directors to
Geokinetics’ seven-member Board of Directors, each to hold office for a
term of one year; and
|
|
2.
|
Approve the appointment of UHY
LLP as Geokinetics’ independent public
accountants.
|
Name
|
Position
|
Director
Since
|
||
William
R. Ziegler
|
Chairman
(non-executive) (since February 2, 1999 and Director)
|
1997
|
||
Richard
F. Miles
|
President,
Chief Executive Officer and Director
|
2007
|
||
Christopher
M. Harte
|
Director
|
1997
|
||
Steven
A. Webster
|
Director
|
1997
|
||
Gary
M. Pittman
|
Director
|
2006
|
||
Robert
L. Cabes, Jr.
|
Director
|
2006
|
||
Christopher
D. Strong
|
Director
|
2007
|
Name
|
For
|
Against
|
Abstain
|
||||
William
R. Ziegler
|
8,283,855
|
1,310,479
|
2,090
|
||||
Richard
F. Miles
|
9,478,951
|
113,919
|
3,554
|
||||
Christopher
M. Harte
|
8,410,857
|
1,182,012
|
3,555
|
||||
Steven
A. Webster
|
9,329,127
|
263,743
|
3,554
|
||||
Gary
M. Pittman
|
9,338,419
|
254,451
|
3,554
|
||||
Robert
L. Cabes, Jr.
|
9,380,941
|
211,929
|
3,554
|
||||
Christopher
D. Strong
|
9,479,811
|
113,059
|
3,554
|
For
|
Against
|
Abstain
|
||
9,592,870
|
0
|
3,554
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended, filed
herewith.
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended, filed
herewith.
|
32.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)
and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
32.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)
and 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of Geokinetics
Inc.
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a - 15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with Generally Accepted Accounting
Principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of registrant’s board
of directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
August
7,
2008
|
/s/ Richard
F. Miles
|
|
Richard
F. Miles
|
||
President
and Chief Executive Officer
|
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of Geokinetics
Inc.
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with Generally Accepted Accounting
Principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of registrant’s board
of directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
August
7,
2008
|
/s/
Scott A. McCurdy
|
|
Scott
A. McCurdy
|
||
Vice
President and Chief Financial
Officer
|
Dated:
August
7,
2008
|
/s/ Richard
F. Miles
|
|
Richard
F. Miles
|
||
President
and Chief Executive Officer
|
Dated:
August
7,
2008
|
/s/
Scott A. McCurdy
|
|
Scott
A. McCurdy
|
||
Vice
President and Chief Financial
Officer
|