UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 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




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##### 



RHI ENTERTAINMENT, INC.
INDEX
 PagePART 1. FINANCIAL INFORMATIONItem 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
    
    
    23Item 4. Controls and Procedures
    
    
    23PART 2. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3. Defaults upon Senior Securities
    
    
    25Item 4. (Removed and Reserved)
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26
 2




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##### 



Part 1. Financial Information
 RHI ENTERTAINMENT, INC.
Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2010
    
    
    2009(In thousands, except per share data)ASSETSCash
    
    $
    12,131
    
    
    $
    25,120Accounts receivable, net of allowance for doubtful
accounts and discount to present value of $4,048 and
$5,350, respectively
    
    
    57,108
    
    
    
    85,217Film production costs, net
    
    
    457,791
    
    
    
    461,232Prepaid and other assets, net
    
    
    17,010
    
    
    
    15,158Intangible assets, net
    
    
    585
    
    
    
    1,125Total assets
    
    $
    544,625
    
    
    $
    587,852LIABILITIES AND STOCKHOLDERS DEFICITAccounts payable and accrued liabilities
    
    $
    40,418
    
    
    $
    21,610Accrued film production costs
    
    
    153,553
    
    
    
    166,895Debt
    
    
    609,171
    
    
    
    609,171Deferred revenue
    
    
    24,691
    
    
    
    22,861Total liabilities
    
    
    827,833
    
    
    
    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
    
    
    54,691
    
    
    
    54,390Accumulated deficit
    
    
    (338,133
    )
    
    
    (287,309
    )Total stockholders deficit
    
    
    (283,208
    )
    
    
    (232,685
    )Total liabilities and stockholders deficit
    
    $
    544,625
    
    
    $
    587,852
  3




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##### 



RHI ENTERTAINMENT, INC.
Unaudited Condensed Consolidated Statements of Operations
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30, 2010
    
    
    June 30, 2009
    
    
    June 30, 2010
    
    
    June 30, 2009(In thousands, except per share data)RevenueProduction revenue
    
    $
    3,582
    
    
    $
    11,832
    
    
    $
    4,551
    
    
    $
    11,832Library revenue
    
    
    2,402
    
    
    
    10,851
    
    
    
    9,832
    
    
    
    23,854Total revenue
    
    
    5,984
    
    
    
    22,683
    
    
    
    14,383
    
    
    
    35,686Cost of sales
    
    
    5,542
    
    
    
    18,487
    
    
    
    12,695
    
    
    
    31,925Gross profit
    
    
    442
    
    
    
    4,196
    
    
    
    1,688
    
    
    
    3,761Other costs and expenses:Selling, general and administrative
    
    
    16,702
    
    
    
    6,922
    
    
    
    29,243
    
    
    
    17,888Amortization of intangible assets
    
    
    270
    
    
    
    285
    
    
    
    540
    
    
    
    599Loss from operations
    
    
    (16,530
    )
    
    
    (3,011
    )
    
    
    (28,095
    )
    
    
    (14,726
    )Other (expense) income:Interest expense, net
    
    
    (10,660
    )
    
    
    (10,435
    )
    
    
    (21,060
    )
    
    
    (20,067
    )Interest income
    
    
    5
    
    
    
    1
    
    
    
    12
    
    
    
    4Other expense, net
    
    
    (464
    )
    
    
    (953
    )
    
    
    (951
    )
    
    
    (1,647
    )Loss before income taxes and
non-controlling interest in
loss of consolidated entity
    
    
    (27,649
    )
    
    
    (14,398
    )
    
    
    (50,094
    )
    
    
    (36,436
    )Income tax provision
    
    
    (370
    )
    
    
    (543
    )
    
    
    (730
    )
    
    
    (518
    )Loss before non-controlling
interest in loss of
consolidated entity
    
    
    (28,019
    )
    
    
    (14,941
    )
    
    
    (50,824
    )
    
    
    (36,954
    )Non-controlling interest in loss of
consolidated entity
    
    
    
    
    
    
    6,320
    
    
    
    
    
    
    
    15,632Net loss
    
    $
    (28,019
    )
    
    $
    (8,621
    )
    
    $
    (50,824
    )
    
    $
    (21,322
    )Loss per Share:Basic
    
    $
    (1.20
    )
    
    $
    (0.64
    )
    
    $
    (2.17
    )
    
    $
    (1.58
    )Diluted
    
    $
    (1.20
    )
    
    $
    (0.64
    )
    
    $
    (2.17
    )
    
    $
    (1.58
    )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
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2010
    
    
    June 30, 2009(In thousands)Cash flows from operating activitiesNet loss
    
    $
    (50,824
    )
    
    $
    (21,322
    )Adjustments to reconcile net loss to net cash used in operating activities:Amortization of film production costs
    
    
    11,072
    
    
    
    22,008Amortization of deferred debt financing cost
    
    
    1,689
    
    
    
    1,689Decrease of accounts receivable reserves
    
    
    (1,302
    )
    
    
    (4,281
    )Amortization of intangible assets
    
    
    540
    
    
    
    599Share-based compensation
    
    
    301
    
    
    
    921Depreciation and amortization of fixed assets
    
    
    110
    
    
    
    106Non-controlling interest in loss of consolidated entity
    
    
    
    
    
    
    (15,632
    )Amortization of interest rate swap value
    
    
    
    
    
    
    3,032Realized loss on interest rate swaps
    
    
    
    
    
    
    1,267Deferred income taxes
    
    
    
    
    
    
    1,689Change in operating assets and liabilities:Decrease in accounts receivable
    
    
    29,411
    
    
    
    44,604(Increase) decrease in prepaid and other assets
    
    
    (3,651
    )
    
    
    643Additions to film production costs
    
    
    (7,631
    )
    
    
    (35,789
    )Increase (decrease) in accounts payable and accrued liabilities
    
    
    18,808
    
    
    
    (2,069
    )Decrease in accrued film production costs
    
    
    (13,342
    )
    
    
    (25,793
    )Increase in deferred revenue
    
    
    1,830
    
    
    
    888Net cash used in operating activities
    
    
    (12,989
    )
    
    
    (27,440
    )Cash flows from investing activitiesPurchase of property and equipment
    
    
    
    
    
    
    (77
    )Net cash used in investing activities
    
    
    
    
    
    
    (77
    )Cash flows from financing activitiesBorrowings from credit facilities
    
    
    
    
    
    
    8,000Repayments of credit facilities
    
    
    
    
    
    
    (1,000
    )Net cash provided by financing activities
    
    
    
    
    
    
    7,000Net decrease in cash
    
    
    (12,989
    )
    
    
    (20,517
    )Cash, beginning of period
    
    
    25,120
    
    
    
    22,373Cash, end of period
    
    $
    12,131
    
    
    $
    1,856Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    
    
    
    $
    24,085Cash paid for income taxes
    
    
    1,418
    
    
    
    747
  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.
     Liquidity and Restructuring
  6




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##### 



7




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##### 



(2) Basis of Presentation
  (3) Summary of Significant Accounting Policies
  (a) Use of Estimates
  (b) Comprehensive Loss
  (c) Segment Information
  8




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##### 



(d) New Accounting Pronouncements Adopted
  (4) Loss Per Share, Basic and Diluted
  (5) Film Production Costs, Net
  June 30,
    
    
    December 31,2010
    
    
    2009Completed films
    
    $
    790,616
    
    
    $
    783,246Crown Film Library
    
    
    89,707
    
    
    
    89,683Films in process and development
    
    
    7,190
    
    
    
    7,966887,513
    
    
    
    880,895Accumulated amortization
    
    
    (429,722
    )
    
    
    (419,663
    )$
    457,791
    
    
    $
    461,232
  Three Months
    
    Three Months
    
    Six Months
    
    Six MonthsEnded
    
    Ended
    
    Ended
    
    EndedJune 30, 2010
    
    June 30, 2009
    
    June 30, 2010
    
    June 30, 2009Overhead costs capitalized
    
    $
    1,250
    
    
    $
    2,432
    
    
    $
    3,250
    
    
    $
    4,785Interest capitalized
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    256Amortization of completed films
    
    
    4,386
    
    
    
    12,270
    
    
    
    9,842
    
    
    
    19,930Amortization of Crown Film Library
    
    
    70
    
    
    
    281
    
    
    
    217
    
    
    
    611
  (6) Debt
  June 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
  9




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##### 



Defaults and Forbearance
     10




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##### 



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




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##### 



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
     Discussion of consolidated financial information
 Revenue
  13




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##### 



Cost of sales
   Selling, general and administrative expense
  Interest expense, net
  Income taxes
      14




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##### 



Results of operations
 Three months ended June 30, 2010 compared to the three months ended June 30, 2009
  Three months ended June 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)(Dollars in thousands)RevenueProduction revenue
    
    $
    3,582
    
    
    $
    11,832
    
    
    $
    (8,250
    )Library revenue
    
    
    2,402
    
    
    
    10,851
    
    
    
    (8,449
    )Total revenue
    
    
    5,984
    
    
    
    22,683
    
    
    
    (16,699
    )Cost of sales
    
    
    5,542
    
    
    
    18,487
    
    
    
    (12,945
    )Gross profit
    
    
    442
    
    
    
    4,196
    
    
    
    (3,754
    )Other costs and expenses:Selling, general and administrative
    
    
    16,702
    
    
    
    6,922
    
    
    
    9,780Amortization of intangible assets
    
    
    270
    
    
    
    285
    
    
    
    (15
    )Loss from operations
    
    
    (16,530
    )
    
    
    (3,011
    )
    
    
    (13,519
    )Other (expense) income:Interest expense, net
    
    
    (10,660
    )
    
    
    (10,435
    )
    
    
    (225
    )Interest income
    
    
    5
    
    
    
    1
    
    
    
    4Other expense, net
    
    
    (464
    )
    
    
    (953
    )
    
    
    489Loss before income taxes and non-controlling interest in loss of
consolidated entity
    
    
    (27,649
    )
    
    
    (14,398
    )
    
    
    (13,251
    )Income tax provision
    
    
    (370
    )
    
    
    (543
    )
    
    
    173Loss before non-controlling interest in loss of consolidated entity
    
    
    (28,019
    )
    
    
    (14,941
    )
    
    
    (13,078
    )Non-controlling interest in loss of consolidated entity
    
    
    
    
    
    
    6,320
    
    
    
    (6,320
    )Net loss
    
    $
    (28,019
    )
    
    $
    (8,621
    )
    
    $
    (19,398
    )Basic and diluted loss per share.
    
    $
    (1.20
    )
    
    $
    (0.64
    )
    
    $
    (0.56
    )
 15




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##### 



Revenue, cost of sales and gross profit
 Three Months Ended June 30,2010
    
    
    2009As a
    
    
    
    
    
    
    As aPercentage
    
    
    
    
    
    
    Percentage
    
    
    $ Increase/
    
    
    % Increase/Amount
    
    
    of Revenue
    
    
    Amount
    
    
    of Revenue
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Production revenue
    
    $
    3,582
    
    
    
    60
    %
    
    $
    11,832
    
    
    
    52
    %
    
    $
    (8,250
    )
    
    
    (70
    )%Library revenue
    
    
    2,402
    
    
    
    40
    %
    
    
    10,851
    
    
    
    48
    %
    
    
    (8,449
    )
    
    
    (78
    )%Total revenue
    
    
    5,984
    
    
    
    100
    %
    
    
    22,683
    
    
    
    100
    %
    
    
    (16,699
    )
    
    
    (74
    )%Cost of sales
    
    
    5,542
    
    
    
    93
    %
    
    
    18,487
    
    
    
    82
    %
    
    
    (12,945
    )
    
    
    (70
    )%Gross profit
    
    $
    442
    
    
    
    7
    %
    
    $
    4,196
    
    
    
    18
    %
    
    $
    (3,754
    )
    
    
    (89
    )%
     Other costs and expenses
 Three Months EndedJune 30,
    
    $ Increase/
    
    % Increase/2010
    
    2009
    
    (Decrease)
    
    (Decrease)(Dollars in thousands)Selling, general and administrative
    
    $
    16,702
    
    
    $
    6,922
    
    
    $
    9,780
    
    
    
    141
    %Amortization of intangible assets
    
    
    270
    
    
    
    285
    
    
    
    (15
    )
    
    
    (5
    )%
  16




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##### 



Interest expense, net
  Other expense, net
  Income tax provision
  Net loss
  17




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##### 



Six months ended June 30, 2010 compared to the six months ended June 30, 2009
  Six months ended June 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)(Dollars in thousands)RevenueProduction revenue
    
    $
    4,551
    
    
    $
    11,832
    
    
    $
    (7,281
    )Library revenue
    
    
    9,832
    
    
    
    23,854
    
    
    
    (14,022
    )Total revenue
    
    
    14,383
    
    
    
    35,686
    
    
    
    (21,303
    )Cost of sales
    
    
    12,695
    
    
    
    31,925
    
    
    
    (19,230
    )Gross profit
    
    
    1,688
    
    
    
    3,761
    
    
    
    (2,073
    )Other costs and expenses:Selling, general and administrative
    
    
    29,243
    
    
    
    17,888
    
    
    
    11,355Amortization of intangible assets
    
    
    540
    
    
    
    599
    
    
    
    (59
    )Loss from operations
    
    
    (28,095
    )
    
    
    (14,726
    )
    
    
    (13,369
    )Other (expense) income:Interest expense, net
    
    
    (21,060
    )
    
    
    (20,067
    )
    
    
    (993
    )Interest income
    
    
    12
    
    
    
    4
    
    
    
    8Other expense, net
    
    
    (951
    )
    
    
    (1,647
    )
    
    
    696Loss before income taxes and non-controlling interest in loss of
consolidated entity
    
    
    (50,094
    )
    
    
    (36,436
    )
    
    
    (13,658
    )Income tax provision
    
    
    (730
    )
    
    
    (518
    )
    
    
    (212
    )Loss before non-controlling interest in loss of consolidated entity
    
    
    (50,824
    )
    
    
    (36,954
    )
    
    
    (13,870
    )Non-controlling interest in loss of consolidated entity
    
    
    
    
    
    
    15,632
    
    
    
    (15,632
    )Net loss
    
    $
    (50,824
    )
    
    $
    (21,322
    )
    
    $
    (29,502
    )Basic and diluted loss per share.
    
    $
    (2.17
    )
    
    $
    (1.58
    )
    
    $
    (0.59
    )
 Revenue, cost of sales and gross profit
 Six Months Ended June 30,2010
    
    
    2009As a
    
    
    
    
    
    
    As aPercentage
    
    
    
    
    
    
    Percentage
    
    
    $ Increase/
    
    
    % Increase/Amount
    
    
    of Revenue
    
    
    Amount
    
    
    of Revenue
    
    
    (Decrease)
    
    
    (Decrease)(Dollars in thousands)Production revenue
    
    $
    4,551
    
    
    
    32
    %
    
    $
    11,832
    
    
    
    33
    %
    
    $
    (7,281
    )
    
    
    (62
    )%Library revenue
    
    
    9,832
    
    
    
    68
    %
    
    
    23,854
    
    
    
    67
    %
    
    
    (14,022
    )
    
    
    (59
    )%Total revenue
    
    
    14,383
    
    
    
    100
    %
    
    
    35,686
    
    
    
    100
    %
    
    
    (21,303
    )
    
    
    (60
    )%Cost of sales
    
    
    12,695
    
    
    
    88
    %
    
    
    31,925
    
    
    
    89
    %
    
    
    (19,230
    )
    
    
    (60
    )%Gross profit
    
    $
    1,688
    
    
    
    12
    %
    
    $
    3,761
    
    
    
    11
    %
    
    $
    (2,073
    )
    
    
    (55
    )%
    18




---



##### 



Other costs and expenses
 Six Months EndedJune 30,
    
    $ Increase/
    
    % Increase/2010
    
    2009
    
    (Decrease)
    
    (Decrease)(Dollars in thousands)Selling, general and administrative
    
    $
    29,243
    
    
    $
    17,888
    
    
    $
    11,355
    
    
    
    63
    %Amortization of intangible assets
    
    
    540
    
    
    
    599
    
    
    
    (59
    )
    
    
    (10
    )%
  Interest expense, net
  Other expense, net
  19




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##### 



Income tax provision
  Net loss
  Liquidity and capital resources
     20




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##### 



Six Months EndedJune 30,2010
    
    2009(Dollars in thousands)Net cash used in operating activities
    
    $
    (12,989
    )
    
    $
    (27,440
    )Net cash used in investing activities
    
    
    
    
    
    
    (77
    )Net cash provided by financing activities
    
    
    
    
    
    
    7,000Cash (end of period)
    
    
    12,131
    
    
    
    1,856
 Operating activities
  21




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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)
    
    $
    34,268
    
    
    $
    4,079
    
    
    $
    7,767
    
    
    $
    7,467
    
    
    $
    14,955Purchase obligations (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,268
    
    
    
    4,079
    
    
    
    7,767
    
    
    
    7,467
    
    
    
    14,955Contractual obligations reflected on the balance sheet:Debt obligations (3)
    
    
    609,171
    
    
    
    37,082
    
    
    
    497,089
    
    
    
    75,000
    
    
    
    Accrued film production costs (4)
    
    
    50,217
    
    
    
    50,030
    
    
    
    187
    
    
    
    
    
    
    
    Other contractual obligations (5)
    
    
    8,524
    
    
    
    5,524
    
    
    
    2,000
    
    
    
    1,000
    
    
    
    667,912
    
    
    
    92,636
    
    
    
    499,276
    
    
    
    76,000
    
    
    
    Total contractual obligations (6)
    
    $
    702,180
    
    
    $
    96,715
    
    
    $
    507,043
    
    
    $
    83,467
    
    
    $
    14,955
 
 (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. Off-balance sheet arrangements
  22




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##### 



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
   23




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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
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  24




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##### 



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. 25




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##### 



SIGNATURE
  Date: August 5, 2010
    By:
    /s/ Robert A. Halmi, Jr.Robert A. Halmi, Jr.President & Chief Executive Officer
(Principal Executive Officer)Date: August 5, 2010
    By:
    /s/ William J. AliberWilliam J. AliberChief Financial Officer
(Principal Financial Officer) 26




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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. 27