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, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 001-34102
(Commission File Number)
 RHI ENTERTAINMENT, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or Other Jurisdiction 
of Incorporation or Organization)
    
    36-4614616(I.R.S. Employer
Identification No.)
 1325 Avenue of Americas, 21st Floor
New York, NY 10019  (Address of principal executive offices)
 Registrants telephone number: (212) 977-9001
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ
 th




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##### 



RHI ENTERTAINMENT, INC.
INDEX
 PagePART 1. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART 2. OTHER INFORMATION
    
    
    26Item 1. Legal Proceedings
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults upon Senior Securities
    
    
    27Item 4. (Removed and Reserved)
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    27Signatures
    
    
    28
 2




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##### 



Part 1. Financial Information
 RHI ENTERTAINMENT, INC.
Unaudited Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2010
    
    
    2009(In thousands, except per share data)ASSETSCash
    
    $
    4,281
    
    
    $
    25,120Accounts receivable, net of allowance for doubtful
accounts and discount to present value of $11,481
and $5,350, respectively
    
    
    44,253
    
    
    
    85,217Film production costs, net
    
    
    457,944
    
    
    
    461,232Prepaid and other assets, net
    
    
    17,929
    
    
    
    15,158Intangible assets, net
    
    
    315
    
    
    
    1,125Total assets
    
    $
    524,722
    
    
    $
    587,852LIABILITIES AND STOCKHOLDERS DEFICITAccounts payable and accrued liabilities
    
    $
    47,612
    
    
    $
    21,610Accrued film production costs
    
    
    153,402
    
    
    
    166,895Debt
    
    
    609,171
    
    
    
    609,171Deferred revenue
    
    
    23,909
    
    
    
    22,861Total liabilities
    
    
    834,094
    
    
    
    820,537Stockholders deficitCommon stock, par value $0.01 per share;125,000
shares authorized and 23,422 shares issued and
outstanding
    
    
    234
    
    
    
    234Additional paid-in capital
    
    
    54,784
    
    
    
    54,390Accumulated deficit
    
    
    (364,390
    )
    
    
    (287,309
    )Total stockholders deficit
    
    
    (309,372
    )
    
    
    (232,685
    )Total liabilities and stockholders deficit
    
    $
    524,722
    
    
    $
    587,852
  3




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##### 



RHI ENTERTAINMENT, INC.
Unaudited Condensed Consolidated Statements of Operations
 Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009(In thousands, except per share data)RevenueProduction revenue
    
    $
    456
    
    
    $
    2,576
    
    
    $
    5,007
    
    
    $
    14,408Library revenue
    
    
    7,270
    
    
    
    6,932
    
    
    
    17,102
    
    
    
    30,786Total revenue
    
    
    7,726
    
    
    
    9,508
    
    
    
    22,109
    
    
    
    45,194Cost of sales (including film production cost
impairment charges of $6,957 during the three and nine
months ended September 30, 2009)
    
    
    6,475
    
    
    
    17,680
    
    
    
    19,170
    
    
    
    49,605Gross (loss) profit
    
    
    1,251
    
    
    
    (8,172
    )
    
    
    2,939
    
    
    
    (4,411
    )Other costs and expenses:Selling, general and administrative
    
    
    16,986
    
    
    
    8,565
    
    
    
    46,229
    
    
    
    26,453Amortization of intangible assets
    
    
    270
    
    
    
    270
    
    
    
    810
    
    
    
    869Loss from operations
    
    
    (16,005
    )
    
    
    (17,007
    )
    
    
    (44,100
    )
    
    
    (31,733
    )Other (expense) income:Interest expense, net
    
    
    (10,845
    )
    
    
    (12,446
    )
    
    
    (31,905
    )
    
    
    (32,513
    )Interest income
    
    
    1
    
    
    
    1
    
    
    
    13
    
    
    
    5Other (expense) income, net
    
    
    459
    
    
    
    934
    
    
    
    (492
    )
    
    
    (713
    )Loss before income taxes and non-controlling
interest in loss of consolidated entity
    
    
    (26,390
    )
    
    
    (28,518
    )
    
    
    (76,484
    )
    
    
    (64,954
    )Income tax benefit (provision)
    
    
    133
    
    
    
    (503
    )
    
    
    (597
    )
    
    
    (1,021
    )Loss before non-controlling interest in loss of
consolidated entity
    
    
    (26,257
    )
    
    
    (29,021
    )
    
    
    (77,081
    )
    
    
    (65,975
    )Non-controlling interest in loss of consolidated entity
    
    
    
    
    
    
    12,275
    
    
    
    
    
    
    
    27,907Net loss
    
    $
    (26,257
    )
    
    $
    (16,746
    )
    
    $
    (77,081
    )
    
    $
    (38,068
    )Loss per Share:Basic
    
    $
    (1.12
    )
    
    $
    (1.24
    )
    
    $
    (3.29
    )
    
    $
    (2.82
    )Diluted
    
    $
    (1.12
    )
    
    $
    (1.24
    )
    
    $
    (3.29
    )
    
    $
    (2.82
    )Weighted Average Shares Outstanding:Basic
    
    
    23,422
    
    
    
    13,505
    
    
    
    23,422
    
    
    
    13,505Diluted
    
    
    23,422
    
    
    
    13,505
    
    
    
    23,422
    
    
    
    13,505
  4




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##### 



RHI ENTERTAINMENT, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
 Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2010
    
    
    September 30, 2009(In thousands)Cash flows from operating activitiesNet loss
    
    $
    (77,081
    )
    
    $
    (38,068
    )Adjustments to reconcile net loss to net cash used in operating activities:Amortization of film production costs
    
    
    16,850
    
    
    
    31,920Increase (decrease) of accounts receivable reserves
    
    
    6,131
    
    
    
    (5,743
    )Amortization of deferred debt financing cost
    
    
    2,534
    
    
    
    2,534Amortization of intangible assets
    
    
    810
    
    
    
    869Share-based compensation
    
    
    393
    
    
    
    1,431Depreciation and amortization of fixed assets
    
    
    135
    
    
    
    164Deferred income taxes
    
    
    (79
    )
    
    
    2,284Non-controlling interest in loss of consolidated entity
    
    
    
    
    
    
    (27,907
    )Amortization of interest rate swap value
    
    
    
    
    
    
    7,003Film production cost impairment charges
    
    
    
    
    
    
    6,957Realized loss on interest rate swaps
    
    
    
    
    
    
    848Change in operating assets and liabilities:Decrease in accounts receivable
    
    
    34,833
    
    
    
    78,046(Decrease) increase in prepaid and other assets
    
    
    (5,360
    )
    
    
    2,422Additions to film production costs
    
    
    (17,520
    )
    
    
    (44,259
    )Increase (decrease) in accounts payable and accrued liabilities
    
    
    26,002
    
    
    
    (10,588
    )Decrease in accrued film production costs
    
    
    (13,493
    )
    
    
    (43,264
    )Increase in deferred revenue
    
    
    5,006
    
    
    
    3,638Net cash used in operating activities
    
    
    (20,839
    )
    
    
    (31,713
    )Cash flows from investing activitiesPurchase of property and equipment
    
    
    
    
    
    
    (212
    )Net cash used in investing activities
    
    
    
    
    
    
    (212
    )Cash flows from financing activitiesBorrowings from credit facilities
    
    
    
    
    
    
    13,800Repayments of credit facilities
    
    
    
    
    
    
    (1,000
    )Net cash provided by financing activities
    
    
    
    
    
    
    12,800Net decrease in cash
    
    
    (20,839
    )
    
    
    (19,125
    )Cash, beginning of period
    
    
    25,120
    
    
    
    22,373Cash, end of period
    
    $
    4,281
    
    
    $
    3,248Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    
    
    
    $
    32,583Cash paid for income taxes
    
    
    1,858
    
    
    
    1,183
  5




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##### 



RHI ENTERTAINMENT, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
 (1) Business and Organization
 In these Notes to Unaudited Condensed Consolidated Financial Statements, unless the context
otherwise requires, the terms the Company, we, us and our refer to RHI Entertainment, Inc.
and its subsidiaries including RHI Entertainment Holdings II, LLC and RHI Entertainment, LLC.
     6




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##### 



Liquidity and Restructuring
       7




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##### 



(2) Basis of Presentation
  (3) Summary of Significant Accounting Policies
  (a) Use of Estimates
  8




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##### 



(b) Comprehensive Loss
  (c) Segment Information
  (d) New Accounting Pronouncements Adopted
  (4) Loss Per Share, Basic and Diluted
  (5) Film Production Costs, Net
  September 30,
    
    
    December 31,2010
    
    
    2009Completed films
    
    $
    793,577
    
    
    $
    783,246Crown Film Library
    
    
    89,711
    
    
    
    89,683Films in process and development
    
    
    9,984
    
    
    
    7,966893,272
    
    
    
    880,895Accumulated amortization
    
    
    (435,328
    )
    
    
    (419,663
    )$
    457,944
    
    
    $
    461,232
  Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009Overhead costs capitalized
    
    $
    875
    
    
    $
    2,434
    
    
    $
    4,125
    
    
    $
    7,219Interest capitalized
    
    
    
    
    
    
    194
    
    
    
    
    
    
    
    451Amortization of completed films
    
    
    5,556
    
    
    
    5,769
    
    
    
    15,399
    
    
    
    25,699Amortization of Crown Film Library
    
    
    49
    
    
    
    193
    
    
    
    266
    
    
    
    804
  9




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##### 



(6) Debt
  September 30,
    
    
    December 31,2010
    
    
    2009First Lien Term Loan
    
    $
    175,000
    
    
    $
    175,000Revolver
    
    
    339,589
    
    
    
    339,589Second Lien Term Loan
    
    
    75,000
    
    
    
    75,000Interest rate swap termination obligation
    
    
    19,582
    
    
    
    19,582$
    609,171
    
    
    $
    609,171
     Defaults and Forbearance
  10




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##### 



(7) Share-based Compensation
    (8) Commitments and Contingencies
 Putative Shareholder Class Action Lawsuit
  11




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##### 



Flextech Litigation
  MAT IV Litigation
  Restructuring
   12




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##### 



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  In this discussion, unless the context otherwise requires, the terms RHI Inc., the
Company, we, us and our refer to RHI Entertainment, Inc. and its subsidiaries including RHI
Entertainment Holdings II, LLC and RHI Entertainment, LLC.
 Overview
     13




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##### 



Discussion of consolidated financial information
 Revenue
  Cost of sales
   Selling, general and administrative expense
  Interest expense, net
  Income taxes
     14




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##### 



Results of operations
 Three months ended September 30, 2010 compared to the three months ended September 30, 2009
  Three months ended September 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)(Dollars in thousands)RevenueProduction revenue
    
    $
    456
    
    
    $
    2,576
    
    
    $
    (2,120
    )Library revenue
    
    
    7,270
    
    
    
    6,932
    
    
    
    338Total revenue
    
    
    7,726
    
    
    
    9,508
    
    
    
    (1,782
    )Cost of sales (including film production cost impairment charges of
$6,957 for the three months ended September 30, 2009)
    
    
    6,475
    
    
    
    17,680
    
    
    
    (11,205
    )Gross profit (loss)
    
    
    1,251
    
    
    
    (8,172
    )
    
    
    9,423Other costs and expenses:Selling, general and administrative
    
    
    16,986
    
    
    
    8,565
    
    
    
    8,421Amortization of intangible assets
    
    
    270
    
    
    
    270
    
    
    
    Loss from operations
    
    
    (16,005
    )
    
    
    (17,007
    )
    
    
    1,002Other (expense) income:Interest expense, net
    
    
    (10,845
    )
    
    
    (12,446
    )
    
    
    1,601Interest income
    
    
    1
    
    
    
    1
    
    
    
    Other income (expense), net
    
    
    459
    
    
    
    934
    
    
    
    (475
    )Loss before income taxes and non-controlling interest in loss of
consolidated entity
    
    
    (26,390
    )
    
    
    (28,518
    )
    
    
    2,128Income tax benefit (provision)
    
    
    133
    
    
    
    (503
    )
    
    
    636Loss before non-controlling interest in loss of consolidated entity
    
    
    (26,257
    )
    
    
    (29,021
    )
    
    
    2,764Non-controlling interest in loss of consolidated entity
    
    
    
    
    
    
    12,275
    
    
    
    (12,275
    )Net loss
    
    $
    (26,257
    )
    
    $
    (16,746
    )
    
    $
    (9,511
    )Basic and diluted loss per share.
    
    $
    (1.12
    )
    
    $
    (1.24
    )
    
    $
    0.12
 15




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##### 



Revenue, cost of sales and gross profit
 Three Months Ended September 30,2010
    
    
    2009As a
    
    
    
    
    
    
    As aPercentage
    
    
    
    
    
    
    Percentage
    
    
    $ Increase/
    
    
    % Increase/Amount
    
    
    of Revenue
    
    
    Amount
    
    
    of Revenue
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Production revenue
    
    $
    456
    
    
    
    6
    %
    
    $
    2,576
    
    
    
    27
    %
    
    $
    (2,120
    )
    
    
    (82
    )%Library revenue
    
    
    7,270
    
    
    
    94
    %
    
    
    6,932
    
    
    
    73
    %
    
    
    338
    
    
    
    5
    %Total revenue
    
    
    7,726
    
    
    
    100
    %
    
    
    9,508
    
    
    
    100
    %
    
    
    (1,782
    )
    
    
    (19
    )%Cost of sales
(including film
production cost
impairment charges of
$6,957 for the three
months ended September
30,2009)
    
    
    6,475
    
    
    
    84
    %
    
    
    17,680
    
    
    
    186
    %
    
    
    (11,205
    )
    
    
    (63
    )%Gross profit (loss)
    
    $
    1,251
    
    
    
    16
    %
    
    $
    (8,172
    )
    
    
    (86
    )%
    
    $
    9,423
    
    
    
    115
    %
     Other costs and expenses
 Three Months EndedSeptember 30,
    
    
    $ Increase/
    
    
    % Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Selling, general and administrative
    
    $
    16,986
    
    
    $
    8,565
    
    
    $
    8,421
    
    
    
    98
    %Amortization of intangible assets
    
    
    270
    
    
    
    270
    
    
    
    
    
    
    
    
  16




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##### 



Interest expense, net
  Other expense, net
  Income tax benefit (provision)
 .
  Net loss
  17




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##### 



Nine months ended September 30, 2010 compared to the nine months ended September 30, 2009
  Nine months ended September 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)(Dollars in thousands)RevenueProduction revenue
    
    $
    5,007
    
    
    $
    14,408
    
    
    $
    (9,401
    )Library revenue
    
    
    17,102
    
    
    
    30,786
    
    
    
    (13,684
    )Total revenue
    
    
    22,109
    
    
    
    45,194
    
    
    
    (23,085
    )Cost of sales (including film production cost impairment charges of
$6,957 for the nine months ended September 30,2009)
    
    
    19,170
    
    
    
    49,605
    
    
    
    (30,435
    )Gross profit (loss)
    
    
    2,939
    
    
    
    (4,411
    )
    
    
    7,350Other costs and expenses:Selling, general and administrative
    
    
    46,229
    
    
    
    26,453
    
    
    
    19,776Amortization of intangible assets
    
    
    810
    
    
    
    869
    
    
    
    (59
    )Loss from operations
    
    
    (44,100
    )
    
    
    (31,733
    )
    
    
    (12,367
    )Other (expense) income:Interest expense, net
    
    
    (31,905
    )
    
    
    (32,513
    )
    
    
    608Interest income
    
    
    13
    
    
    
    5
    
    
    
    8Other expense, net
    
    
    (492
    )
    
    
    (713
    )
    
    
    221Loss before income taxes and non-controlling interest in loss of
consolidated entity
    
    
    (76,484
    )
    
    
    (64,954
    )
    
    
    (11,530
    )Income tax provision
    
    
    (597
    )
    
    
    (1,021
    )
    
    
    424Loss before non-controlling interest in loss of consolidated entity
    
    
    (77,081
    )
    
    
    (65,975
    )
    
    
    (11,106
    )Non-controlling interest in loss of consolidated entity
    
    
    
    
    
    
    27,907
    
    
    
    (27,907
    )Net loss
    
    $
    (77,081
    )
    
    $
    (38,068
    )
    
    $
    (39,013
    )Basic and diluted loss per share.
    
    $
    (3.29
    )
    
    $
    (2.82
    )
    
    $
    (0.47
    )
 18




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##### 



Revenue, cost of sales and gross profit
 Nine Months Ended September 30,2010
    
    
    2009As a
    
    
    
    
    
    
    As aPercentage
    
    
    
    
    
    
    Percentage
    
    
    $ Increase/
    
    
    % Increase/Amount
    
    
    of Revenue
    
    
    Amount
    
    
    of Revenue
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Production revenue
    
    $
    5,007
    
    
    
    23
    %
    
    $
    14,408
    
    
    
    32
    %
    
    $
    (9,401
    )
    
    
    (65
    )%Library revenue
    
    
    17,102
    
    
    
    77
    %
    
    
    30,786
    
    
    
    68
    %
    
    
    (13,684
    )
    
    
    (44
    )%Total revenue
    
    
    22,109
    
    
    
    100
    %
    
    
    45,194
    
    
    
    100
    %
    
    
    (23,085
    )
    
    
    (51
    )%Cost of
sales(including film
production cost
impairment charges of
$6,957 for the nine
months ended September
30,2009)
    
    
    19,170
    
    
    
    87
    %
    
    
    49,605
    
    
    
    110
    %
    
    
    (30,435
    )
    
    
    (61
    )%Gross (loss) profit
    
    $
    2,939
    
    
    
    13
    %
    
    $
    (4,411
    )
    
    
    (10
    )%
    
    $
    7,350
    
    
    
    167
    %
     19




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##### 



Other costs and expenses
 Nine Months EndedSeptember 30,
    
    
    $ Increase/
    
    
    % Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Selling, general and administrative
    
    $
    46,229
    
    
    $
    26,453
    
    
    $
    19,776
    
    
    
    75
    %Amortization of intangible assets
    
    
    810
    
    
    
    869
    
    
    
    (59
    )
    
    
    (7
    )%
  Interest expense, net
  Other expense, net
  Income tax provision
  Net loss
  20




---



##### 



Liquidity and capital resources
       21




---



##### 



Nine Months EndedSeptember 30,2010
    
    
    2009(Dollars in thousands)Net cash used in operating activities
    
    $
    (20,839
    )
    
    $
    (31,713
    )Net cash used in investing activities
    
    
    
    
    
    
    (212
    )Net cash provided by financing activities
    
    
    
    
    
    
    12,800Cash (end of period)
    
    
    4,281
    
    
    
    3,248
 Operating activities
  22




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##### 



Investing activities
  Financing activities
  Contractual obligations
  Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(Dollars in thousands)Off balance sheet arrangements:Operating lease commitments (1)
    
    $
    31,181
    
    
    $
    3,396
    
    
    $
    10,634
    
    
    $
    7,221
    
    
    $
    9,930Purchase obligations (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,181
    
    
    
    3,396
    
    
    
    10,634
    
    
    
    7,221
    
    
    
    9,930Contractual obligations reflected on the balance sheet:Debt obligations (3)
    
    
    609,171
    
    
    
    37,082
    
    
    
    497,089
    
    
    
    75,000
    
    
    
    Accrued film production costs (4)
    
    
    50,226
    
    
    
    50,039
    
    
    
    187
    
    
    
    
    
    
    
    Other contractual obligations (5)
    
    
    6,877
    
    
    
    3,877
    
    
    
    2,000
    
    
    
    1,000
    
    
    
    666,274
    
    
    
    90,998
    
    
    
    499,276
    
    
    
    76,000
    
    
    
    Total contractual obligations (6)/(7)
    
    $
    697,455
    
    
    $
    94,394
    
    
    $
    509,910
    
    
    $
    83,221
    
    
    $
    9,930
 
 (1)
    
    Operating lease commitments represent future minimum payment obligations on various long-term
noncancellable leases for office and storage space.(2)
    
    Purchase obligation amounts represent a contractual commitment to exclusively license the
rights in and to a film that is not complete.(3)
    
    Debt obligations include future principal payments due upon the maturity of our bank debt and
interest rate swap termination obligations (see Note 6 in our unaudited consolidated financial
statements), but excludes interest payments. We have been in default of our first and second
lien credit facilities since December 23, 2009 and February 12, 2010, respectively, and, as a
result, our lenders have the ability to accelerate those obligations.(4)
    
    Accrued film production costs represent contractual amounts payable for completed films as
well as costs incurred for the settlement of certain participations. Obligations for residual
payments to various guilds have not been included due to the uncertain nature of the amounts
and timing of future payments.(5)
    
    Other contractual obligations primarily represent commitments to settle various accrued
liabilities.(6)
    
    Excluded from the table are $2.3 million of unrecognized tax obligations for which the timing
of payment is not estimable.(7)
    
    Contractual obligations are not reflective of the various settlement agreements contingent
upon reorganization under Chapter 11 of the U.S. Bankruptcy Code. 23




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##### 



Off-balance sheet arrangements
  Critical accounting policies and estimates
  Recent accounting pronouncements
  Item 3. Quantitative and Qualitative Disclosures about Risk
 Interest rate risk
   Foreign currency risk
   Credit risk
  Item 4. Controls and Procedures
  24




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##### 



25




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##### 



Part 2. Other Information
 Item 1. Legal Proceedings
 Putative Shareholder Class Action Lawsuit
  Flextech Litigation
  MAT IV Litigation
   Item 1a. Risk Factors
  If we seek protection under Chapter 11 of the U.S. Bankruptcy Code, all of our outstanding
shares of capital stock would likely be cancelled and holders of our capital stock would not be
entitled to any payment in respect of their shares.
  26




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##### 



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults upon Senior Securities
 Item 4. (Removed and Reserved)
 Item 5. Other Information
 Item 6. Exhibits
 ExhibitNumber
    
    Exhibit31.1*
    
    Certification of the Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2*
    
    Certification of the Chief Financial Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1*
    
    Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 27




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##### 



SIGNATURE
  Date: November 15, 2010
    By:
    /s/ Robert A. Halmi, Jr.Robert A. Halmi, Jr.President & Chief Executive Officer
(Principal Executive Officer)Date: November 15, 2010
    By:
    /s/ Michael J. ScarpelliMichael J. ScarpelliExecutive Vice President, Finance
(Principal Financial Officer) 28




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit31.1*
    
    Certification of the Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2*
    
    Certification of the Chief Financial Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1*
    
    Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 29