##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: June 22, 2008
 Commission file number 333-134701
 
 NETWORK COMMUNICATIONS, INC.
 Formed under the laws of the State of Georgia  I.R.S. Employer Identification Number 58-1404355
 2305 Newpoint Parkway, Lawrenceville, GA 30043
Telephone Number: (770) 962-7220
 
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding at June 22, 2008Common Stock, $0.001 par value per share
    
    100 shares




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TABLE OF CONTENTS
 PagePART I: FINANCIAL INFORMATIONItem 1.    Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of June 22, 2008 and March 30, 2008
    
    2Condensed Consolidated Statements of Operations for the three periods ended June 22,
2008 and June 17, 2007
    
    3Condensed Consolidated Statement of Stockholders Equity as of June 22, 2008
    
    4Condensed Consolidated Statements of Cash Flows for the three periods ended June 22,
2008 and June 17, 2007
    
    5Notes to Condensed Consolidated Financial Statements
    
    6-12Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13-23Item 3.    Quantitative and Qualitative Disclosures about Market Risk
    
    23Item 4.    Controls and Procedures
    
    23PART II: OTHER INFORMATIONItem 1.    Legal Proceedings
    
    24Item 1A. Risk Factors
    
    24Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
    
    24Item 3.    Defaults upon Senior Securities
    
    24Item 4.    Submission of Matters to a Vote of Security Holders
    
    24Item 5.    Other Information
    
    24Item 6.    Exhibits
    
    24SignaturesEX-10.26: AMENDMENT TO THE REVOLVING CREDIT AGREEMENT AGREEMENTEX-31.1:  CERTIFICATION OF CEOEX-31.2:  CERTIFICATION OF CFOEX-32.1:  CERTIFICATION OF CEOEX-32.2:  CERTIFICATION OF CFO
  1




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##### Table of Contents



PART I  financial information
 
 Item 1. Condensed Consolidated Financial Statements
 NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 June 22, 2008
    
    
    March 30, 2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    6,810,734
    
    
    $
    6,715,837Accounts receivable, net of allowance for
doubtful accounts of $3,386,741 and $2,793,357,
respectively
    
    
    22,015,342
    
    
    
    21,361,396Inventories
    
    
    4,593,367
    
    
    
    4,187,195Prepaid expenses and deferred charges
    
    
    3,029,214
    
    
    
    3,599,615Deferred tax assets
    
    
    1,312,577
    
    
    
    1,072,699Income tax receivable
    
    
    309,748
    
    
    
    941,453Other current assets
    
    
    62,312
    
    
    
    45,012Total current assets
    
    
    38,133,294
    
    
    
    37,923,207Property, equipment and computer software, net
    
    
    23,999,815
    
    
    
    24,317,414Goodwill
    
    
    306,552,211
    
    
    
    306,518,991Deferred financing costs, net
    
    
    7,087,341
    
    
    
    7,425,819Intangible assets, net
    
    
    141,390,073
    
    
    
    145,421,474Other assets
    
    
    305,316
    
    
    
    307,408Total noncurrent assets
    
    
    479,334,756
    
    
    
    483,991,106Total assets
    
    $
    517,468,050
    
    
    $
    521,914,313LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    9,483,890
    
    
    $
    7,005,184Accrued compensation and related taxes
    
    
    2,436,487
    
    
    
    2,377,632Customer deposits
    
    
    1,482,692
    
    
    
    1,317,031Unearned revenue
    
    
    9,542,332
    
    
    
    9,664,249Accrued interest
    
    
    1,723,254
    
    
    
    6,747,765Other current liabilities
    
    
    1,331,104
    
    
    
    1,215,707Current maturities of long-term debt
    
    
    5,726,789
    
    
    
    5,726,789Current maturities of capital lease obligations
    
    
    359,236
    
    
    
    386,404Total current liabilities
    
    
    32,085,784
    
    
    
    34,440,761Long-term debt, less current maturities
    
    
    281,055,776
    
    
    
    280,198,405Capital lease obligations, less current maturities
    
    
    293,846
    
    
    
    317,778Deferred tax liabilities
    
    
    37,555,765
    
    
    
    38,680,999Other long term liabilities
    
    
    
    
    
    
    230,000Total liabilities
    
    
    350,991,171
    
    
    
    353,867,943Commitments and contingencies (Note 6)Stockholders EquityCommon stock, $0.001 par value; 100 shares
authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital (including warrants of
$533,583 at June 22, 2008 and March 30, 2008)
    
    
    194,579,776
    
    
    
    194,579,776Accumulated deficit
    
    
    (28,087,126
    )
    
    
    (26,520,887
    )Accumulated other comprehensive loss, net of tax
    
    
    (15,771
    )
    
    
    (12,519
    )Total stockholders equity
    
    
    166,476,879
    
    
    
    168,046,370Total liabilities and stockholders equity
    
    $
    517,468,050
    
    
    $
    521,914,313
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 Three Periods EndedJune 22, 2008
    
    
    June 17, 2007Sales
    
    $
    48,450,049
    
    
    $
    53,497,873Cost of sales (exclusive of production depreciation and
software amortization expense shown separately below)
    
    
    32,715,723
    
    
    
    35,507,877Production depreciation and software amortization
    
    
    1,180,935
    
    
    
    1,018,005Gross profit
    
    
    14,553,391
    
    
    
    16,971,991Selling, general and administrative expenses
    
    
    5,778,088
    
    
    
    5,954,074Depreciation and software amortization
    
    
    414,923
    
    
    
    357,678Amortization of intangibles
    
    
    4,031,402
    
    
    
    3,710,204Operating income
    
    
    4,328,978
    
    
    
    6,950,035Other income (expense)Interest and dividend income
    
    
    58,232
    
    
    
    90,936Interest expense
    
    
    (6,669,890
    )
    
    
    (6,840,857
    )Other expense
    
    
    49,972
    
    
    
    11,357Total other expense
    
    
    (6,561,686
    )
    
    
    (6,738,564
    )(Loss) income before expense (benefit) from income taxes
    
    
    (2,232,708
    )
    
    
    211,471Income tax (benefit) expense
    
    
    (666,469
    )
    
    
    71,669Net (loss) income
    
    $
    (1,566,239
    )
    
    $
    139,802
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    

loss,
net of tax
    
    
    TotalBalance at March 30, 2008
    
    
    100
    
    
    $
    
    
    
    $
    194,579,776
    
    
    $
    (26,520,887
    )
    
    $
    (12,519
    )
    
    $
    168,046,370Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,566,239
    )
    
    
    
    
    
    
    (1,566,239
    )Foreign currency translation
adjustments, net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,252
    )
    
    
    (3,252
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,569,491
    )Balance at June 22, 2008
    
    
    100
    
    
    $
    
    
    
    $
    194,579,776
    
    
    $
    (28,087,126
    )
    
    $
    (15,771
    )
    
    $
    166,476,879
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Three Periods EndedJune 22, 2008
    
    
    June 17, 2007Cash flows from operating activitiesNet (loss) income
    
    $
    (1,566,239
    )
    
    $
    139,802Adjustments to reconcile net (loss) income to net cash used in operating activities:Deferred income taxes
    
    
    (1,365,111
    )
    
    
    (1,317,992
    )Other, net
    
    
    7,014,698
    
    
    
    6,510,131Changes in operating assets and liabilities, net of acquired businesses
    
    
    (2,304,813
    )
    
    
    (7,002,766
    )Net cash provided by (used in) operating activities
    
    
    1,778,535
    
    
    
    (1,670,825
    )Cash flows from investing activitiesPurchase of property, equipment and computer software
    
    
    (1,346,902
    )
    
    
    (1,365,675
    )Payments for businesses acquired, net of cash
    
    
    (30,487
    )
    
    
    (9,637,289
    )Net cash used in investing activities
    
    
    (1,377,389
    )
    
    
    (11,002,964
    )Cash flows from financing activitiesProceeds from revolving facility
    
    
    
    
    
    
    12,000,000Payments on term loan facility
    
    
    (191,590
    )
    
    
    (125,000
    )Payments on capital leases
    
    
    (114,659
    )
    
    
    (133,508
    )Net cash (used in) provided by financing activities
    
    
    (306,249
    )
    
    
    11,741,492Net increase (decrease) in cash
    
    
    94,897
    
    
    
    (932,297
    )Cash at beginning of fiscal year
    
    
    6,715,837
    
    
    
    9,338,083Cash at end of period
    
    $
    6,810,734
    
    
    $
    8,405,786Supplemental disclosurePayments for businesses acquired:Fair value of assets acquired
    
    $
    
    
    
    $
    9,506,464Less liabilities assumed
    
    
    
    
    
    
    156,765Total purchase price
    
    
    
    
    
    
    9,349,699Deferred purchase price
    
    
    30,487
    
    
    
    287,590Cash paid for acquired businesses
    
    $
    30,487
    
    
    $
    9,637,289Noncash investing and financing activitiesAssets acquired through capital lease
    
    $
    63,559
    
    
    $
    49,477
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. Organization and Basis of Presentation
 The Real Estate Book (TREB) Apartment Finder, New Home Finder, Mature Living Choices, Unique Homes Magazine, Enclave Magazine,
Blacks Guide, Kansas City Homes and Gardens, New England Home, Home by Design Homes and
Lifestyles
 2. Summary of Significant Accounting Policies
 Basis of Presentation
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Recent Accounting Pronouncements
 The Hierarchy of Generally Accepted Accounting Principles The Meaning of Presenting Fairly in
Conformity with Generally Accepted Accounting Principles
 Determination of the Useful Life of Intangible
Assets
 , Disclosures about Derivative Instruments and
Hedging Activities
 Noncontrolling Interests in Consolidated
Financial Statements  an Amendment of ARB No. 51
 Business Combinations
 The Fair Value Option for Financial Assets
and Financial Liabilities  Including an Amendment of FASB Statement No. 115
 Fair Value Measurements
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   -
    
    Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the measurement date.-
    
    Level 2 inputs are inputs, other than quoted prices included within Level 1, that are
observable for the asset or liability, either directly or indirectly. If the asset or
liability has a specified (contractual) term, a Level 2 input must be observable for
substantially the full term of the asset or liability.-
    
    Level 3 inputs are unobservable inputs for the asset or liability.
     3. Inventories
  June 22, 2008
    
    
    March 30, 2008Distribution products and marketing aids for resale
    
    $
    504,579
    
    
    $
    477,763Production, paper and ink
    
    
    3,257,672
    
    
    
    2,527,987Work-in-process
    
    
    831,116
    
    
    
    1,181,445$
    4,593,367
    
    
    $
    4,187,195
 4. Acquisitions
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Allocation of purchase price
   New England Home
 Relocating in St. Louis
 The Greater Jacksonville Apartment Guide
  Fair Value at
    
    
    Weighted-Average(Dollars in thousands)
    
    Purchase Price
    
    
    Amortization PeriodTangible assetsCurrent assets
    
    $
    266Fixed assets
    
    
    56Total tangible assets
    
    
    322Liabilities assumed
    
    
    (157
    )Intangible assetsAdvertiser lists
    
    
    3,828
    
    
    7 yearsDistribution network
    
    
    109
    
    
    10 yearsSubscriber
lists
    
    
    51
    
    
    4 yearsAmortizable Trademarks
    
    
    1,228
    
    
    5 yearsNon-compete
    
    
    1,037
    
    
    5 yearsGoodwill
    
    
    2,932Total intangible assets
    
    
    9,185Total purchase price
    
    $
    9,350
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Unaudited Pro Forma Results of OperationsThree Periods Ended(Dollars in thousands)
    
    June 17, 2007Sales
    
    $
    53,689Income
before expense from income taxes
    
    
    224Net income
    
    $
    147
  5. Long-term Debt
  June 22, 2008
    
    
    March 30, 200810 3/4% Senior Notes, due December 1, 2013
    
    $
    175,000,000
    
    
    $
    175,000,000New Senior Term loan facility
    
    
    76,252,722
    
    
    
    76,444,312Senior Subordinated Note
    
    
    37,413,650
    
    
    
    36,446,462288,666,372
    
    
    
    287,890,774Less:Unamortized discount on noncurrent
Senior Notes
and Senior Subordinated Note
    
    
    (1,883,807
    )
    
    
    (1,965,580
    )Current maturities
    
    
    (5,726,789
    )
    
    
    (5,726,789
    )Long-term debt, less current maturities
    
    $
    281,055,776
    
    
    $
    280,198,405
 Note 12. Long-term Debt
 New Senior Credit Facility
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
          11




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 6. Commitments and Contingencies
 Operating Leases
  Employment Agreements
  Other
  7. Related Party Transactions
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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
PART I  financial information
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statement Regarding Forward-Looking Information
  Overview of Operations
   The Real Estate Book (TREB) Apartment Finder Blacks Guide Kansas City Homes & Gardens Atlanta Homes & Lifestyles Colorado Homes & Lifestyles, Mountain
Living New England Home
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
    
    advertising volume;
    
    expansion into other local real estate markets;
    
    strong brand recognition; and
    
    per unit cost to produce our publications.
 Business Trends
  
    
    Sales volume of existing homes and months of supply of unsold homes Indicators for the
resale home market remained depressed during the April 2008 to June 2008 timeframe.
Existing home sales experienced a decline in April, a gain in May,
and then a decline in
June. The annualized rate of sales in June 2008 was 4.86 million units which was down
approximately 16% from June 2007. The median home price in June 2008 was $215,100, a
decrease of 6.1 percent from the prior year. The total inventory of unsold existing homes
in June 2008 stood at 4.49 million units or 11.5 months of inventory at the current sales
pace. The June inventory level was the second highest in the past 24 years. Revenues for
The Real Estate Book(TREB) and Unique Homes(UH) brands have been adversely impacted
by the challenging market conditions. Revenues for the TREB and UH brands declined by
30.0% and 10.0%, respectively, in the current fiscal first quarter compared to prior year.
Real estate is a local business and we do benefit from TREBs geographic diversification,
however, all regions of the country are now experiencing the housing downturn to some
extent. We expect the resale home market to remain challenging given the disruption in the
mortgage finance industry. The Pending Homes Sales Index for May, a forward-looking
indicator based on signed contracts fell 4.7% from April and was down 14% compared to May
2007.
    
    The market tightness index The National Multi Housing Councils (NMHC) market
tightness index in April 2008 stood at 44, an increase from 33 in January 2008 but down
from an index of 56 in April 2007. A reading above 50 indicates that markets are
experiencing higher occupancy rates and higher rental rates. The market was stable during
the May 2008 to June 2008 timeframe. Credit market conditions are impacting the financing
for construction of new units so we expect that there will not be a material increase in
apartment inventory in the coming year.
    
    Interest rates and the growth in consumer debt The interest rate environment remains
favorable for consumers financing home improvement projects, however the ongoing challenges
in the credit markets are negatively impacting the availability of credit as lenders
tighten standards for mortgages and home equity lines of credit. In addition, the decline
in home values has reduced the amount of home equity available to fund consumer
discretionary spending. We currently operate home design and improvement magazines in 20
regional markets in the United States. We have experienced tightening in advertising
expenditures within some of the markets as a result of the general economic slowdown and
declining consumer sentiment. Overall we believe that our Home
& Lifestyle titles are less
susceptible to fluctuations in discretionary spending because of their focus on the high
end of the market, while our home improvement titles provide home service providers with a cost effective advertising vehicle that
compares favorably to competing lead generation alternatives.
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Revenue
  Costs
   Depreciation and Amortization
   Interest Income and Interest Expense
  15




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Income Taxes
  Three Periods EndedJune 22, 2008
    
    June 17, 2007(Dollars in thousands)Income tax
(benefit)/expense
    
    $
    (666
    )
    
    $
    72Effective tax rate
    
    
    29.9
    %
    
    
    33.9
    %
  Results of Operations
 TREB New Home Finder Unique Homes Enclave, By Design. Apartment Finder Mature Living Choices Blacks Guide
 Three Periods EndedJune 22, 2008
    
    
    June 17, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %(Dollars in thousands)Resale and new sales
    
    $
    22,407
    
    
    
    46.2
    %
    
    $
    28,332
    
    
    
    53.0
    %Rental and leasing
    
    
    19,326
    
    
    
    39.9
    %
    
    
    16,921
    
    
    
    31.6
    %Remodeling and home improvement
    
    
    6,717
    
    
    
    13.9
    %
    
    
    8,245
    
    
    
    15.4
    %Total
revenue
    
    
    48,450
    
    
    
    100.0
    %
    
    
    53,498
    
    
    
    100.0
    %Costs and expenses:Cost of sales (including production depreciation and software
amortization)
    
    
    33,897
    
    
    
    70.0
    %
    
    
    36,526
    
    
    
    68.3
    %Selling, general and administrative (including non-production depreciation and
software amortization)
    
    
    6,193
    
    
    
    12.8
    %
    
    
    6,312
    
    
    
    11.8
    %Amortization of intangibles
    
    
    4,031
    
    
    
    8.3
    %
    
    
    3,710
    
    
    
    6.9
    %Income from operations
    
    $
    4,329
    
    
    
    8.9
    %
    
    $
    6,950
    
    
    
    13.0
    %
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Three Periods Ended June 22, 2008 Compared to Three Periods Ended June 17, 2007
 Revenue.
 TREB TREB TREB Unique Homes
 Apartment Finder Blacks Guide
 Kansas City Homes & Gardens, Accent Home &
Garden, At Home In Arkansas, Relocating in Las Vegas, New England Home, Relocating in St. Louis, Homes & Lifestyles
 Cost of sales
 Production depreciation and software amortization expense.
 Selling, general and administrative expenses (SG&A)
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Non-production depreciation and software amortization expense.
 Amortization of intangibles
 Net interest expense
 Net income
 Liquidity and Capital Resources
    Three Periods EndedJune 22, 2008
    
    
    June 17, 2007(Dollars in thousands)Net cash provided by (used in) operating activities
    
    $
    1,778
    
    
    $
    (1,671
    )Net cash used in investing activities
    
    
    (1,377
    )
    
    
    (11,003
    )Net cash (used in) provided by financing
activities
    
    
    (306
    )
    
    
    11,742Net increase (decrease) in cash
    
    
    95
    
    
    
    (932
    )Cash at beginning of fiscal year
    
    
    6,716
    
    
    
    9,338Cash at end of period
    
    $
    6,811
    
    
    $
    8,406
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Senior Notes and Credit Agreement
   New senior credit facility.
    19




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Critical Accounting Policies and Estimates
   Principles of Consolidation and Fiscal Year End
  Revenue Recognition and Unearned Revenue
 Accounting for Revenue Arrangements with
Multiple Deliverables, Revenue
Recognition .
 Print
  Online
  Unearned revenue


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Trade Accounts Receivable
    Goodwill
 Goodwill and
Other Intangible Assets
  Impairment of Long Lived Assets
 Accounting
for the Impairment or Disposal of Long-Lived Assets
 Intangible Assets
  Recent Accounting Pronouncements
 The Hierarchy of Generally Accepted Accounting Principles The Meaning of Presenting Fairly in
Conformity with Generally Accepted Accounting Principles.
 Determination of the Useful Life of Intangible Assets
 , Disclosures about Derivative Instruments and Hedging
Activities


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Noncontrolling Interests in Consolidated
Financial Statements  an Amendment of ARB No. 51
 Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115
 Fair Value Measurements(
   -
    
    Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the measurement date.-
    
    Level 2 inputs are inputs, other than quoted prices included within Level 1, that are
observable for the asset or liability, either directly or indirectly. If the asset or
liability has a specified (contractual) term, a Level 2 input must be observable for
substantially the full term of the asset or liability.-
    
    Level 3 inputs are unobservable inputs for the asset or liability.
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Off-Balance Sheet Arrangements
  Contractual Obligations
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Quantitative
and Qualitative Disclosures About Market Risk
 
 Item 4. Controls and Procedures
   23




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##### Table of Contents



NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Item 1A.  Risk Factors
 
 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
  24




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##### Table of Contents



SIGNATURES
  Network Communications, Inc.Date:  July 31, 2008
    
    By:
    
    /s/  Daniel R. McCarthyChairman and Chief Executive Officer(Principal Executive Officer)Date: July 31, 2008
    
    By:
    
    /s/  Gerard P. ParkerSenior Vice President and Chief Financial Officer(Principal Financial and
Accounting Officer)




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##### Table of Contents



NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II  OTHER INFORMATION
 
 Exhibit Index
 (Exhibits Physically Filed Herewith)
 Number
    
    Title10.26
    
    Amendment dated June 10, 2008 to Revolving Loan
Credit Agreement dated July 20, 2007 by and among
the Company, Gallarus Media Holdings, Inc. the
Lenders and Toronto Dominion (Texas) LLC as
administrative agent and collateral agent for the
Lenders.31.1
    
    Certification of the Chairman and Chief Executive
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Senior Vice President and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chairman and Chief Executive
Officer pursuant to Title 18 of the United States
Code Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Senior Vice President and Chief
Financial Officer pursuant to Title 18 of the United
States Code Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    This exhibit is hereby furnished to the SEC as an accompanying
document and is not to be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by
reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.