þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 16-0442930 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
7950 Jones Branch Drive, McLean, Virginia | 22107-0910 | |
(Address of principal executive offices) | (Zip Code) |
Large Accelerated Filer þ | Accelerated Filer o | Non-Accelerated Filer o | Smaller Reporting Company o |
2010 | 2009 | Change | ||||||||||
|
||||||||||||
Operating revenues
|
$ | 1,312,335 | $ | 1,312,136 | 0 | % | ||||||
Operating expenses
|
1,112,047 | 1,156,435 | (4 | %) | ||||||||
|
||||||||||||
Operating income
|
$ | 200,288 | $ | 155,701 | 29 | % | ||||||
|
||||||||||||
Non-operating expense
|
$ | (31,600 | ) | $ | (34,867 | ) | (9 | %) | ||||
|
||||||||||||
Income from continuing
operations
attributable to
Gannett Co., Inc.
|
$ | 101,409 | $ | 72,986 | 39 | % | ||||||
Per share basic
|
$ | 0.43 | $ | 0.31 | 39 | % | ||||||
Per share diluted
|
$ | 0.42 | $ | 0.31 | 35 | % |
2
2010 | 2009 | Change | ||||||||||
|
||||||||||||
Operating expense (GAAP basis)
|
$ | 1,112,047 | $ | 1,156,435 | (4 | %) | ||||||
Remove unfavorable special items:
|
||||||||||||
Workforce restructuring and related expenses
|
(8,088 | ) | (2,266 | ) | *** | |||||||
Facility consolidation and asset impairment charges
|
(23,045 | ) | (39,248 | ) | (41 | %) | ||||||
|
||||||||||||
As adjusted (non-GAAP basis)
|
$ | 1,080,914 | $ | 1,114,921 | (3 | %) | ||||||
|
2010 | 2009 | Change | ||||||||||
|
||||||||||||
Operating income (GAAP basis)
|
$ | 200,288 | $ | 155,701 | 29 | % | ||||||
Remove unfavorable special items:
|
||||||||||||
Workforce restructuring and related expenses
|
8,088 | 2,266 | *** | |||||||||
Facility consolidation and asset impairment charges
|
23,045 | 39,248 | (41 | %) | ||||||||
|
||||||||||||
As adjusted (non-GAAP basis)
|
$ | 231,421 | $ | 197,215 | 17 | % | ||||||
|
2010 | 2009 | Change | ||||||||||
|
||||||||||||
Non-operating (expense) income (GAAP basis)
|
$ | (31,600 | ) | $ | (34,867 | ) | (9 | %) | ||||
Remove unfavorable special items:
|
||||||||||||
Impairment of equity method investment
|
| 5,438 | *** | |||||||||
|
||||||||||||
As adjusted (non-GAAP basis)
|
$ | (31,600 | ) | $ | (29,429 | ) | 7 | % | ||||
|
2010 | 2009 | Change | ||||||||||
|
||||||||||||
Net income attributable to Gannett Co., Inc. (GAAP
basis)
|
$ | 101,409 | $ | 73,752 | 38 | % | ||||||
Remove (favorable) unfavorable special items (net of
tax):
|
||||||||||||
Discontinued operations
|
| (766 | ) | *** | ||||||||
Workforce restructuring and related expenses
|
5,088 | 1,403 | *** | |||||||||
Facility consolidation and asset impairment charges
|
18,245 | 24,418 | (25 | %) | ||||||||
Impairment of equity method investment
|
| 4,438 | *** | |||||||||
|
||||||||||||
As adjusted (non-GAAP basis)
|
$ | 124,742 | $ | 103,245 | 21 | % | ||||||
|
2010 | 2009 | Change | ||||||||||
|
||||||||||||
Diluted earnings per share (GAAP basis)
|
$ | 0.42 | $ | 0.31 | 35 | % | ||||||
Remove (favorable) unfavorable special items (net of
tax):
|
||||||||||||
Discontinued operations
|
| | *** | |||||||||
Workforce restructuring and related expenses
|
0.02 | 0.01 | *** | |||||||||
Facility consolidation and asset impairment charges
|
0.08 | 0.10 | (20 | %) | ||||||||
Impairment of equity method investment
|
| 0.02 | *** | |||||||||
|
||||||||||||
As adjusted (non-GAAP basis)
|
$ | 0.52 | $ | 0.43 | (1) | 21 | % | |||||
|
(1) | Total per share amount does not sum due to rounding. |
3
2010 | 2009 | Change | ||||||||||
|
||||||||||||
Operating revenues
|
$ | 1,312,335 | $ | 1,312,136 | 0 | % | ||||||
Operating expenses
|
1,080,914 | 1,114,921 | (3 | %) | ||||||||
|
||||||||||||
Operating income
|
$ | 231,421 | $ | 197,215 | 17 | % | ||||||
|
||||||||||||
Non-operating (expense) income
|
$ | (31,600 | ) | $ | (29,429 | ) | 7 | % | ||||
|
||||||||||||
Net income attributable to Gannett Co., Inc.
|
$ | 124,742 | $ | 103,245 | 21 | % | ||||||
|
||||||||||||
Earnings from continuing operations per share diluted
|
$ | 0.52 | $ | 0.43 | 21 | % |
| $23 million of non-cash charges associated with facility consolidations and asset impairments ($18 million after-tax or $0.08 per share); | ||
| $8 million in costs due to workforce restructuring ($5 million after-tax or $0.02 per share); | ||
| a $29 million net tax benefit due primarily to the expiration of the statutes of limitations and the release of certain reserves related to the sale of a business in a prior year ($0.12 per share); | ||
| a $2 million tax charge related to recent health care reform legislation and the resultant loss of tax deductibility for certain retiree health care costs covered by Medicare drug subsidies ($0.01 per share) |
| a $40 million settlement gain related to one of the Companys union pension plans ($25 million after tax or $0.11 per share); | ||
| $25 million in costs related to workforce restructuring ($16 million after tax or $0.07 per share); | ||
| $87 million of non-cash charges associated with facility consolidations and asset impairments ($54 million after-tax or $0.23 per share); | ||
| $5 million associated with impairment of an equity method investment ($4 million after tax or $0.02 per share); | ||
| a $28 million non-cash charge for asset write-downs ($24 million after-tax or $0.10 per share); | ||
| a $43 million gain related to the Companys debt exchange ($26 million after tax or $0.11 per share) |
4
5
Third Quarter | 2010 | 2009 | Change | |||||||||
|
||||||||||||
Advertising
|
$ | 646,720 | $ | 681,415 | (5 | %) | ||||||
Circulation
|
264,627 | 278,701 | (5 | %) | ||||||||
All other
|
58,022 | 57,607 | 1 | % | ||||||||
|
||||||||||||
Total
|
$ | 969,369 | $ | 1,017,723 | (5 | %) | ||||||
|
Year-to-Date | 2010 | 2009 | Change | |||||||||
|
||||||||||||
Advertising
|
$ | 1,988,227 | $ | 2,120,474 | (6 | %) | ||||||
Circulation
|
813,713 | 859,891 | (5 | %) | ||||||||
All other
|
185,911 | 197,117 | (6 | %) | ||||||||
|
||||||||||||
Total
|
$ | 2,987,851 | $ | 3,177,482 | (6 | %) | ||||||
|
Third Quarter | 2010 | 2009 | Change | |||||||||
|
||||||||||||
Retail
|
$ | 321,527 | $ | 343,425 | (6 | %) | ||||||
National
|
116,874 | 115,830 | 1 | % | ||||||||
Classified
|
208,319 | 222,160 | (6 | %) | ||||||||
|
||||||||||||
Total publishing advertising revenue
|
$ | 646,720 | $ | 681,415 | (5 | %) | ||||||
|
Year-to-Date | 2010 | 2009 | Change | |||||||||
|
||||||||||||
Retail
|
$ | 997,537 | $ | 1,074,043 | (7 | %) | ||||||
National
|
359,288 | 367,456 | (2 | %) | ||||||||
Classified
|
631,402 | 678,975 | (7 | %) | ||||||||
|
||||||||||||
Total publishing advertising revenue
|
$ | 1,988,227 | $ | 2,120,474 | (6 | %) | ||||||
|
6
U.S. | Newsquest | Total Constant | ||||||||||
Third Quarter | Publishing | (in pounds) | Currency | |||||||||
|
||||||||||||
Automotive
|
10 | % | (7 | %) | 7 | % | ||||||
Employment
|
9 | % | (18 | %) | (2 | %) | ||||||
Real Estate
|
(16 | %) | 4 | % | (10 | %) | ||||||
Legal
|
(9 | %) | | (9 | %) | |||||||
Other
|
(7 | %) | (8 | %) | (7 | %) | ||||||
|
||||||||||||
Total
|
(2 | %) | (8 | %) | (4 | %) |
U.S. | Newsquest | Total Constant | ||||||||||
Year-to-Date | Publishing | (in pounds) | Currency | |||||||||
|
||||||||||||
Automotive
|
4 | % | (8 | %) | 2 | % | ||||||
Employment
|
0 | % | (16 | %) | (6 | %) | ||||||
Real Estate
|
(19 | %) | 3 | % | (13 | %) | ||||||
Legal
|
1 | % | | 1 | % | |||||||
Other
|
(7 | %) | (10 | %) | (8 | %) | ||||||
|
||||||||||||
Total
|
(5 | %) | (9 | %) | (6 | %) |
7
8
9
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||||||||||
Sept. 26, | Sept. 27, | Sept. 26, | Sept. 27, | |||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Provision for income taxes as reported
(GAAP basis)
|
$ | 55,000 | $ | 36,407 | $ | 159,213 | $ | 116,035 | ||||||||
Change in tax status of Medicare subsidy
|
| | (2,200 | ) | | |||||||||||
Prior year tax reserve adjustments, net
|
| | 28,700 | | ||||||||||||
Workforce restructuring and related expenses
|
3,000 | 863 | 3,000 | 9,211 | ||||||||||||
Facility consolidation and asset impairment
charges
|
4,800 | 14,830 | 4,800 | 32,588 | ||||||||||||
Pension gain
|
| | | (15,100 | ) | |||||||||||
Impairment of equity method investment
|
| 1,000 | | 1,000 | ||||||||||||
Debt exchange gain
|
| | | (16,671 | ) | |||||||||||
Impairment of publishing assets sold
|
| | | 3,880 | ||||||||||||
|
||||||||||||||||
Provision for income taxes (non-GAAP basis)
|
$ | 62,800 | $ | 53,100 | $ | 193,513 | $ | 130,943 | ||||||||
|
||||||||||||||||
|
||||||||||||||||
Effective tax rate (non-GAAP basis)
|
33.5 | % | 34.0 | % | 33.2 | % | 32.7 | % |
10
In thousands of dollars | Sept. 26, 2010 | Dec. 27, 2009 | ||||||
Unsecured notes bearing fixed rate interest at 5.75% due June 2011
|
$ | 433,059 | $ | 432,648 | ||||
Unsecured floating rate term loan due July 2011
|
230,000 | (1) | 230,000 | |||||
Borrowings under revolving credit agreements expiring March 2012
|
734,000 | (1) | 1,381,000 | |||||
Unsecured notes bearing fixed rate interest at 6.375% due April 2012
|
306,363 | 306,260 | ||||||
Unsecured notes bearing fixed rate interest at 8.75% due November
2014
|
246,763 | 246,304 | ||||||
Unsecured notes bearing fixed rate interest at 10% due June 2015
|
57,661 | 56,684 | ||||||
Unsecured notes bearing fixed rate interest at 10% due April 2016
|
165,037 | 162,531 | ||||||
Unsecured notes bearing fixed rate interest at 9.375% due November
2017
|
246,750 | 246,524 | ||||||
|
||||||||
Total long-term debt
|
$ | 2,419,633 | $ | 3,061,951 | ||||
|
(1) | On Sept. 27, 2010, subsequent to the close of the third quarter, the Company completed the private placement of unsecured senior notes totaling $500 million. Net proceeds from this were used to reduce borrowings under the term loan by $48 million and the revolving credit agreements by $435 million. On Sept. 30, 2010, the revolving credit agreements were amended to extend their expiration dates to Sept. 30, 2014 for the majority of its lenders. |
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Gannett Co., Inc. and Subsidiaries
In thousands of dollars (except per share amounts)
Sept. 26, 2010
Dec. 27, 2009
(Unaudited)
$
172,432
$
98,795
(2010 $46,508; 2009 $46,255)
642,366
759,934
32,914
20,557
70,063
63,752
16,950
19,577
106,060
86,427
19,654
1,060,439
1,049,042
4,244,473
4,428,859
(2,453,209
)
(2,457,041
)
1,791,264
1,971,818
2,842,250
2,854,247
544,957
565,610
234,530
302,360
391,869
405,355
4,013,606
4,127,572
$
6,865,309
$
7,148,432
Table of Contents
Gannett Co., Inc. and Subsidiaries
In thousands of dollars (except per share amounts)
Sept. 26, 2010
Dec. 27, 2009
(Unaudited)
$
228,639
$
252,585
405,963
370,174
9,766
9,703
27,038
45,085
230,772
222,556
902,178
900,103
162,967
206,115
2,419,633
3,061,951
169,120
185,433
700,777
708,133
241,980
260,918
4,596,655
5,322,653
82,659
78,304
Authorized: 2,000,000 shares;
Issued: none
Authorized: 800,000,000 shares;
Issued: 324,418,632 shares
324,419
324,419
626,876
629,714
6,710,062
6,324,586
(323,008
)
(316,832
)
7,338,349
6,961,887
(5,314,749
)
(5,357,962
)
2,023,600
1,603,925
162,395
143,550
2,185,995
1,747,475
$
6,865,309
$
7,148,432
Table of Contents
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Thirteen Weeks Ended
September 26,
September 27,
% Inc
2010
2009
(Dec)
$
646,720
$
681,415
(5.1
)
264,627
278,701
(5.0
)
157,669
142,955
10.3
185,297
151,458
22.3
58,022
57,607
0.7
1,312,335
1,312,136
0.0
747,416
779,250
(4.1
)
289,443
279,177
3.7
44,479
50,382
(11.7
)
7,664
8,378
(8.5
)
23,045
39,248
(41.3
)
1,112,047
1,156,435
(3.8
)
200,288
155,701
28.6
7,041
(373
)
***
(41,015
)
(38,064
)
7.8
2,374
3,570
(33.5
)
(31,600
)
(34,867
)
(9.4
)
168,688
120,834
39.6
55,000
36,407
51.1
113,688
84,427
34.7
766
***
113,688
85,193
33.4
(12,279
)
(11,441
)
7.3
$
101,409
$
73,752
37.5
$
101,409
$
72,986
38.9
766
***
$
101,409
$
73,752
37.5
$
0.43
$
0.31
38.7
***
$
0.43
$
0.31
38.7
$
0.42
$
0.31
35.5
***
$
0.42
$
0.31
35.5
$
0.04
$
0.04
Table of Contents
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars (except per share amounts)
Thirty-nine Weeks Ended
September 26,
September 27,
% Inc
2010
2009
(Dec)
$
1,988,227
$
2,120,474
(6.2
)
813,713
859,891
(5.4
)
452,411
428,469
5.6
536,801
447,914
19.8
185,911
197,117
(5.7
)
3,977,063
4,053,865
(1.9
)
2,225,014
2,446,662
(9.1
)
877,267
871,244
0.7
138,104
158,736
(13.0
)
23,706
24,775
(4.3
)
23,045
86,639
(73.4
)
3,287,136
3,588,056
(8.4
)
689,927
465,809
48.1
15,077
(223
)
***
(126,678
)
(130,946
)
(3.3
)
(1,083
)
22,609
***
(112,684
)
(108,560
)
3.8
577,243
357,249
61.6
159,213
116,035
37.2
418,030
241,214
73.3
(322
)
35
***
21,195
***
438,903
241,249
81.9
(24,837
)
(19,581
)
26.8
$
414,066
$
221,668
86.8
$
393,193
$
221,633
77.4
(322
)
35
***
21,195
***
$
414,066
$
221,668
86.8
$
1.65
$
0.95
73.7
***
0.09
***
$
1.74
$
0.95
83.2
$
1.63
$
0.94
73.4
***
0.09
***
$
1.72
$
0.94
83.0
$
0.12
$
0.12
Table of Contents
Gannett Co., Inc. and Subsidiaries
Unaudited, in thousands of dollars
Thirty-nine Weeks Ended
September 26,
September 27,
2010
2009
$
438,903
$
241,249
(42,746
)
(21,195
)
162,618
185,210
23,045
114,674
(10,114
)
(14,289
)
(15,077
)
223
21,528
15,867
83,975
117,646
683,683
617,834
(36,873
)
(45,752
)
(15,164
)
(6,698
)
(5,316
)
(8,274
)
16,387
15,404
105,551
22,156
64,585
(23,164
)
(647,000
)
169,000
(630,501
)
(28,561
)
(109,886
)
1,004
(674,557
)
(571,387
)
(74
)
1,537
73,637
24,820
98,795
98,949
$
172,432
$
123,769
Table of Contents
Thirteen Weeks Ended
(in thousands of dollars)
September 27, 2009
$
24,447
$
1,259
$
766
Thirty-nine Weeks Ended
Thirty-nine Weeks Ended
(in thousands of dollars)
September 26, 2010
September 27, 2009
$
32,710
$
73,789
$
(758
)
$
100
$
(322
)
$
35
$
21,195
$
Table of Contents
Per Diluted Share
Pre Tax Amount (a)
After Tax Amount (a)
Amount (a)
Thirteen Weeks Ended
Thirteen Weeks Ended
Thirteen Weeks Ended
Sept. 26,
Sept. 27,
Sept. 26,
Sept. 27,
Sept. 26,
Sept. 27,
(in millions, except per share amounts)
2010
2009
2010
2009
2010
2009
$
11
$
$
11
$
$
0.04
$
2
1
2
31
1
20
0.08
4
3
3
2
0.01
0.01
6
35
3
22
0.01
0.09
1
1
4
4
3
2
0.01
0.01
5
4
3
3
0.01
0.01
23
39
18
24
0.08
0.10
5
4
0.02
$
23
$
45
$
18
$
29
$
0.08
$
0.12
(a)
Total amounts may not sum due to rounding.
Per Diluted Share
Pre Tax Amount (a)
After Tax Amount (a)
Amount (a)
Thirty-nine Weeks Ended
Thirty-nine Weeks Ended
Thirty-nine Weeks Ended
Sept. 26,
Sept. 27,
Sept. 26,
Sept. 27,
Sept. 26,
Sept. 27,
(in millions, except per share amounts)
2010
2009
2010
2009
2010
2009
$
11
$
$
11
$
$
0.04
$
17
10
0.04
2
1
2
56
1
35
0.15
4
3
3
2
0.01
0.01
6
59
3
37
0.01
0.16
1
5
3
0.01
4
5
3
3
0.01
0.01
5
10
3
6
0.01
0.03
23
87
18
54
0.08
0.23
28
24
0.10
5
4
0.02
$
23
$
120
$
18
$
83
$
0.08
$
0.35
(a)
Total amounts may not sum due to rounding.
Table of Contents
Table of Contents
September 26, 2010
December 27, 2009
Accumulated
Accumulated
(in thousands of dollars)
Gross
Amortization
Gross
Amortization
$
2,842,250
$
$
2,854,247
$
110,003
110,319
255,304
255,304
312,840
160,083
311,840
141,902
56,927
30,034
58,329
28,280
(in thousands of dollars)
Publishing
Digital
Broadcasting
Total
$
7,677,800
$
670,976
$
1,618,429
$
9,967,205
(7,086,958
)
(26,000
)
(7,112,958
)
590,842
644,976
1,618,429
2,854,247
1,476
8,387
9,863
(5,927
)
(5,927
)
(10,603
)
(10,603
)
(2,258
)
(3,153
)
81
(5,330
)
(6,709
)
(5,369
)
81
(11,997
)
7,644,315
676,210
1,618,510
9,939,035
(7,060,182
)
(36,603
)
(7,096,785
)
$
584,133
$
639,607
$
1,618,510
$
2,842,250
Table of Contents
September 26,
December 27,
In thousands of dollars
2010
2009
$
433,059
$
432,648
230,000
(1)
230,000
734,000
(1)
1,381,000
306,363
306,260
246,763
246,304
57,661
56,684
165,037
162,531
246,750
246,524
$
2,419,633
$
3,061,951
(1)
On Sept. 27, 2010, subsequent to the close of the third quarter, the Company completed the
private placement of unsecured senior notes totaling $500 million. Net proceeds from this were
used to reduce borrowings under the term loan by $48 million and the revolving credit agreements by
$435 million. On Sept. 30, 2010, the revolving credit agreements were amended to extend their
expiration dates to Sept. 30, 2014 for the majority of its lenders.
Thirteen Weeks Ended
Thirty-nine Weeks Ended
Sept. 26,
Sept. 27,
Sept. 26,
Sept. 27,
(in millions of dollars)
2010
2009
2010
2009
$
3.4
$
2.8
$
11.0
$
11.0
41.4
42.8
132.9
132.5
(44.8
)
(40.8
)
(144.2
)
(127.1
)
1.6
0.6
5.1
1.7
11.6
11.6
36.3
35.8
13.2
17.0
41.1
53.9
(0.6
)
(39.8
)
1.3
1.3
3.9
3.8
$
14.5
$
18.3
$
44.4
$
17.9
Table of Contents
Thirteen Weeks Ended
Thirty-nine Weeks Ended
Sept. 26,
Sept. 27,
Sept. 26,
Sept. 27,
(in millions of dollars)
2010
2009
2010
2009
$
0.2
$
0.4
$
0.6
$
1.2
2.6
3.5
7.9
10.5
(4.8
)
(3.9
)
(14.5
)
(11.7
)
1.2
1.4
3.6
4.2
$
(0.8
)
$
1.4
$
(2.4
)
$
4.2
Table of Contents
Gannett Co., Inc.
Shareholders
Noncontrolling
(in thousands of dollars)
Equity
Interest
Total Equity
$
1,603,925
$
143,550
$
1,747,475
414,066
24,837
438,903
(income not available to
shareholders)
(4,355
)
(4,355
)
(6,176
)
(2,015
)
(8,191
)
(28,590
)
(28,590
)
21,528
21,528
17,456
17,456
378
378
1,391
1,391
$
2,023,600
$
162,395
$
2,185,995
Gannett Co., Inc.
Shareholders
Noncontrolling
(in thousands of dollars)
Equity
Interest
Total Equity
$
1,055,882
$
118,806
$
1,174,688
221,668
19,581
241,249
(income not available to shareholders)
(4,052
)
(4,052
)
65,852
3,118
68,970
(27,944
)
(27,944
)
15,867
15,867
40,742
40,742
6,514
6,514
$
1,378,581
$
137,453
$
1,516,034
Table of Contents
Thirteen Weeks Ended
Thirty-nine Weeks Ended
Sept. 26,
Sept. 27,
Sept. 26,
Sept. 27,
(in thousands of dollars)
2010
2009
2010
2009
$
113,688
$
85,193
$
438,903
$
241,249
(income not available to shareholders)
(1,517
)
(1,411
)
(4,355
)
(4,052
)
36,916
(16,202
)
(9,695
)
58,909
(7,576
)
5,639
1,504
10,061
29,340
(10,563
)
(8,191
)
68,970
141,511
73,219
426,357
306,167
16,423
12,752
18,467
18,647
$
125,088
$
60,467
$
407,890
$
287,520
Level 1
Quoted market prices in active markets for identical assets or liabilities;
Level 2
Inputs other than Level 1 inputs that are either directly or indirectly observable;
and
Level 3
Unobservable inputs developed using estimates and assumptions developed by
the Company, which reflect those that a market participant would use.
Fair Value Measurements as of
September 26, 2010
Level 1
Level 2
Level 3
Total
$
14,690
$
$
$
14,690
$
25,668
$
$
$
25,668
Table of Contents
Thirteen weeks ended
Sept. 26,
Sept. 27,
% Inc
(unaudited, in thousands of dollars)
2010
2009
(Dec)
$
969,369
$
1,017,723
(4.8
)
157,669
142,955
10.3
185,297
151,458
22.3
$
1,312,335
$
1,312,136
0.0
$
130,886
$
101,208
29.3
15,728
24,646
(36.2
)
66,606
43,026
54.8
(12,932
)
(13,179
)
(1.9
)
$
200,288
$
155,701
28.6
$
35,137
$
69,967
(49.8
)
19,883
8,604
***
16,228
15,475
4.9
3,940
3,962
(0.6
)
$
75,188
$
98,008
(23.3
)
Table of Contents
Thirty-Nine Weeks Ended
Sept. 26,
Sept. 27,
% Inc
2010
2009
(Dec)
$
2,987,851
$
3,177,482
(6.0
)
452,411
428,469
5.6
536,801
447,914
19.8
$
3,977,063
$
4,053,865
(1.9
)
$
475,649
$
327,977
45.0
46,571
41,852
11.3
213,488
137,405
55.4
(45,781
)
(41,425
)
10.5
$
689,927
$
465,809
48.1
$
104,416
$
197,806
(47.2
)
35,924
26,534
35.4
32,580
33,745
(3.5
)
11,935
12,065
(1.1
)
$
184,855
$
270,150
(31.6
)
Table of Contents
Thirteen weeks ended
Thirty-nine weeks ended
(in thousands except per share amounts)
Sept. 26, 2010
Sept. 27, 2009
Sept. 26, 2010
Sept. 27, 2009
$
101,409
$
72,986
$
393,193
$
221,633
766
(322
)
35
21,195
$
101,409
$
73,752
$
414,066
$
221,668
238,467
235,379
238,012
232,769
1,682
2,202
1,640
1,011
1,716
1,234
1,672
1,057
241,865
238,815
241,324
234,837
$
0.43
$
0.31
$
1.65
$
0.95
0.09
$
0.43
$
0.31
$
1.74
$
0.95
$
0.42
$
0.31
$
1.63
$
0.94
0.09
$
0.42
$
0.31
$
1.72
$
0.94
Table of Contents
Table of Contents
30
Table of Contents
31
Date: November 1, 2010
GANNETT CO., INC.
/s/ George R. Gavagan
George R. Gavagan
Vice President and Controller
(on behalf of Registrant and as Chief Accounting Officer)
Table of Contents
32
Exhibit
Number
Exhibit
Location
Third Restated Certificate of
Incorporation of Gannett Co., Inc.
Incorporated by
reference to
Exhibit 3.1 to
Gannett Co., Inc.s
Form 10-Q for the
fiscal quarter ended
April 1, 2007.
Amended by-laws of Gannett Co., Inc.
Incorporated by
reference to Exhibit
3-2 to Gannett Co.,
Inc.s Form 10-Q for
the fiscal quarter
ended June 27, 2010.
Specimen Certificate for Gannett Co.,
Inc.s common stock, par value $1.00
per share.
Incorporated by
reference to
Exhibit 2 to Gannett
Co., Inc.s Form 8-B
filed on June 14,
1972.
Key Executive Life Insurance Plan
dated October 29, 2010.*
Attached.
Form of Participation Agreement under
Key Executive Life Insurance Plan.*
Attached.
Fourth Amendment, dated as of August
25, 2010, to Competitive Advance and
Revolving Credit Agreement, dated as
of February 27, 2004 and effective as
of March 15, 2004.
Attached.
Fourth Amendment, dated as of August
25, 2010, to Competitive Advance and
Revolving Credit Agreement, dated as
of December 13, 2004, and effective
as of January 5, 2005.
Attached.
Fourth Amendment, dated as of August
25, 2010, to Amended and Restated
Competitive Advance and Revolving
Credit Agreement, dated as of March
11, 2002 and effective as of March
18, 2002, as amended and restated as
December 13, 2004 and effective as of
January 5, 2005.
Attached.
Rule 13a-14(a) Certification of CEO.
Attached.
Rule 13a-14(a) Certification of CFO.
Attached.
Section 1350 Certification of CEO.
Attached.
Section 1350 Certification of CFO.
Attached.
The following financial information
from Gannett Co., Inc. Quarterly
Report on Form 10-Q for the quarter
ended September 26, 2010, formatted
in XBRL includes: (i) Condensed
Consolidated Statements of Income for
the fiscal quarter and year-to-date
periods ended September 26, 2010 and
September 27, 2009, (ii) Condensed
Consolidated Balance Sheets at
September 26, 2010 and December 27,
2009, (iii) Condensed Consolidated
Cash Flow Statements for the fiscal
year-to-date periods ended September
26, 2010 and September 27, 2009, and
(iv) the Notes to Condensed
Consolidated Financial Statements,
tagged as blocks of text.
Attached.
*
Asterisks identify management contracts and compensatory plans or arrangements.
2
| Pre-Termination Death Benefit the level of death benefit under the Life Insurance Product intended to be provided prior to termination of employment, but not beyond the Participants sixty-fifth (65 th ) birthday. |
| Post-Termination Death Benefit the level of death benefit under the Life Insurance Product intended to be provided after termination of employment. |
| During Employment The Employer will make Annual Employer Contributions until the Participants sixty-second (62 nd ) birthday; provided that no less than five (5) Annual Employer Contributions will be made; and provided further that the Participant has not terminated employment and is eligible to receive benefits under this Plan. |
| After Termination Unless otherwise provided in the Participation Agreement, the Employer will make no further Annual Employer Contributions after termination of employment. |
| Method of Calculation Each Annual Employer Contribution will be calculated as the annual premium necessary to provide the Targeted Death Benefit using the illustration system maintained by the Insurance Carrier, and utilizing the assumptions fixed and set forth in Exhibit A, assuming that level premium payments are made until the Participants sixty-second (62 nd ) birthday, provided no less than five (5) Annual Employer Contributions are made. The determination shall be based on the underwriting determination for the Participant made by the Insurance Carrier as reflected in the Life Insurance Product issued to the Participant. |
| Recalculation of the Annual Employer Contribution Except as provided below and the Participation Agreement, the Annual Employer Contribution shall be re-determined annually and such re-calculation shall be made as of the anniversary of the Life Insurance Product. Such re-determination shall utilize the assumptions fixed and set forth in Exhibit A. |
3
| Section 7702 Limitations To the extent that any Annual Employer Contribution scheduled to be made into a Life Insurance Product other than an annuity product would exceed the limit permitted by section 7702 of the Code, such excess will be paid in cash to the Participant at the same time as the Annual Employer Contribution is made to the Life Insurance Product. |
| Use of an Annuity Product In the event that the Annual Employer Contribution is made into an annuity product or series of annuity products issued by an Insurance Carrier on the life of a Participant, the Annual Employer Contribution shall be fixed as of the date of the initial Annual Employer Contribution and shall not be resolved to accommodate changes in the assumptions set forth in Exhibit A. |
| Death |
| Participants termination of employment; |
| Participant partially or completely surrenders, attempts to take a loan from, or withdraw cash value from the Life Insurance Product, or adjusts the face amount of the Life Insurance Product prior to the completion of Annual Employer Contributions as set forth above; |
| Participant makes a contribution to the Life Insurance Product prior to the completion of Annual Employer Contributions as set forth above; or |
| Participant suffers a Change in Employment Status as described above. |
4
5
a) | The reason for denial, with specific reference to this Plan provisions on which the denial is based; |
b) | A description of any additional material or information required and an explanation of why it is necessary; and |
c) | An explanation of this Plans claims review procedure. |
6
7
By: | /s/ Roxanne V. Horning | |||||
|
NAME: | Roxanne V. Horning | ||||
|
TITLE: | Senior Vice President/Human Resources |
8
Cash Value Target
|
Projected level premiums solved at then current rates to provide enough cash value immediately after assumed termination of employment at age 65 to endow the Targeted Death Benefit at age 121. If employment extends past age 65, the Targeted Death Benefit is assumed to change to the Post-Termination Targeted Death Benefit level at age 65 | |
|
||
Death Benefit:
|
Targeted Death Benefit as provided by this Plan | |
|
||
Cost of Insurance Charges
|
Actual COI charges up to date of redetermination; thereafter, insurance carriers current COI rates for the product as of the date of resolve. | |
|
||
Interest Crediting Rate:
|
Actual policy crediting rates up to date of resolve; thereafter, insurance carriers current general account crediting rate for the product as of the date of resolve. | |
|
||
Premium Duration:
|
Payable annually prior to the Participants 62 nd birthday but no less than 5 years. | |
|
||
Employer Contributions
|
Initial Annual Employer Contributions under this Plan determined at the outset of participation shall equal the expected amount of annual premiums needed to provide the Targeted Death Benefits, assuming a $500,000 Post Termination Death Benefit based on an underwriting classification of no greater than standard. Subsequent redeterminations shall be based on the Targeted Death Benefit set forth in the Participation Agreement and the actual underwriting classification in force at such time. |
9
Targeted Death Benefit
|
||
|
||
Pre-Termination (but not beyond age 65)
|
<Flat Dollar Amount> | |
|
||
Post-Termination
|
<Flat Dollar Amount> |
|
|
|||||
Employee ID No.
|
|
||
TITLE
|
2
GANNETT CO., INC.
|
||||
By: | /s/ Michael A. Hart | |||
Name: | Michael A. Hart | |||
Title: | Vice President & Treasurer | |||
BANK OF AMERICA, N.A., as Administrative Agent
|
||||
By: | /s/ Antonika Thomas | |||
Name: | Antonika (Toni) Thomas | |||
Title: | Assistant Vice President |
Consented to and agreed: | ||||
|
||||
J.P. MORGAN SECURITIES INC.,
as Fourth Amendment Arranger |
||||
|
||||
By:
|
/s/ David Mallett | |||
Name: | David Mallett | |||
Title: | Managing Director |
Bank of America, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Peter van der Horst | |||
Name: | Peter van der Horst | |||
Title: | Senior Vice President |
2
Bank of Hawaii | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Marc Adelberger | |||
Name: | Marc Adelberger | |||
Title: | Vice President |
3
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
New York Branch |
||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ G. Stoecklein | |||
Name: | G. Stoecklein | |||
Title: | Authorized Signatory |
4
Barclays Bank PLC | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
5
Capital One, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Rick Larson | |||
Name: | Rick Larson | |||
Title: | Senior Vice President |
6
Citibank, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Elizabeth Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Vice President and Director |
7
Comerica Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Blake Arnett | |||
Name: | Blake Arnett | |||
Title: | Vice President |
8
Fifth Third Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Randolph J. Steirer | |||
Name: | Randolph J. Steirer | |||
Title: | Vice President |
9
First Hawaiian Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Jeffrey N. Higashi | |||
Name: | Jeffrey N. Higashi | |||
Title: | Senior Vice President |
10
JPMorgan Chase Bank, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
11
Lloyds TSB Bank, plc | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Windsor Davies | |||
Name: | Windsor Davies | |||
Title: | Managing Director, Corporate Banking | |||
By: | /s/ Deborah Carlson | |||
Name: | Deborah Carlson | |||
Title: | Senior vice President, Corporate Banking |
12
Mizuho Corporate Bank, Ltd. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Raymond Ventura | |||
Name: | Raymond Ventura | |||
Title: | Deputy General Manager |
13
The Northern Trust Company | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Lisa McDermott | |||
Name: | Lisa McDermott | |||
Title: | Vice President |
14
Suntrust Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Michael Vegh | |||
Name: | Michael Vegh | |||
Title: | Director |
15
US Bank National Association | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Steven L. Sawyer | |||
Name: | Steven L. Sawyer | |||
Title: | Vice President |
16
2
GANNETT CO., INC.
|
||||
By: | /s/ Michael A. Hart | |||
Name: | Michael A. Hart | |||
Title: | Vice President & Treasurer | |||
BANK OF AMERICA, N.A., as Administrative Agent
|
||||
By: | /s/ Antonika Thomas | |||
Name: | Antonika (Toni) Thomas | |||
Title: | Assistant Vice President |
Consented to and agreed: | ||||
|
||||
J.P. MORGAN SECURITIES INC.,
as Fourth Amendment Arranger |
||||
By:
|
/s/ David Mallett
|
|||
|
Name: | David Mallett | ||
|
Title: | Managing Director |
Bank of America, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Peter van der Horst | |||
Name: | Peter van der Horst | |||
Title: | Senior Vice President |
2
Bank of Hawaii | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Marc Adelberger | |||
Name: | Marc Adelberger | |||
Title: | Vice President |
3
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
New York Branch |
||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ G. Stoecklein | |||
Name: | G. Stoecklein | |||
Title: | Authorized Signatory |
4
Barclays Bank PLC | ||||
[NAME OF LENDER], as a Lender | ||||
By: | /s/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
5
Citibank, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Elizabeth Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Vice President and Director |
6
Fifth Third Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Randolph J. Steirer | |||
Name: | Randolph J. Steirer | |||
Title: | Vice President |
7
First Hawaiian Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Jeffrey N. Higashi | |||
Name: | Jeffrey N. Higashi | |||
Title: | Senior Vice President |
8
JPMorgan Chase Bank, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
9
Lloyds TSB Bank, plc | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Windsor Davies | |||
Name: | Windsor Davies | |||
Title: | Managing Director, Corporate Banking | |||
By: | /s/ Deborah Carlson | |||
Name: | Deborah Carlson | |||
Title: | Senior vice President, Corporate Banking |
10
Mizuho Corporate Bank, Ltd. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Raymond Ventura | |||
Name: | Raymond Ventura | |||
Title: | Deputy General Manager |
11
The Northern Trust Company | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Lisa McDermott | |||
Name: | Lisa McDermott | |||
Title: | Vice President |
12
Suntrust Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Michael Vegh | |||
Name: | Michael Vegh | |||
Title: | Director |
13
US Bank National Association | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Steven L. Sawyer | |||
Name: | Steven L. Sawyer | |||
Title: | Vice President |
14
2
GANNETT CO., INC.
|
||||
By: | /s/ Michael A. Hart | |||
Name: | Michael A. Hart | |||
Title: | Vice President & Treasurer | |||
BANK OF AMERICA, N.A., as Administrative Agent
|
||||
By: | /s/ Antonika Thomas | |||
Name: | Antonika (Toni) Thomas | |||
Title: | Assistant Vice President |
Consented to and agreed:
J.P. MORGAN SECURITIES INC., as Fourth Amendment Arranger |
||||
By: | /s/ David Mallett | |||
Name: | David Mallett | |||
Title: | Managing Director |
Bank of America, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Peter van der Horst | |||
Name: | Peter van der Horst | |||
Title: | Senior Vice President |
2
Bank of Hawaii | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Marc Adelberger | |||
Name: | Marc Adelberger | |||
Title: | Vice President |
3
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
New York Branch |
||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ G. Stoecklein | |||
Name: | G. Stoecklein | |||
Title: | Authorized Signatory |
4
Barclays Bank PLC | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Noam Azachi | |||
Name: | Noam Azachi | |||
Title: | Assistant Vice President |
5
Citibank, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Elizabeth Gonzalez | |||
Name: | Elizabeth Minnella Gonzalez | |||
Title: | Vice President and Director |
6
Comerica Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Blake Arnett | |||
Name: | Blake Arnett | |||
Title: | Vice President |
7
Fifth Third Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Randolph J. Steirer | |||
Name: | Randolph J. Steirer | |||
Title: | Vice President |
8
First Hawaiian Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Jeffrey N. Higashi | |||
Name: | Jeffrey N. Higashi | |||
Title: | Senior Vice President |
9
JPMorgan Chase Bank, N.A. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Peter B. Thauer | |||
Name: | Peter B. Thauer | |||
Title: | Executive Director |
10
Lloyds TSB Bank, plc | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Windsor Davies | |||
Name: | Windsor Davies | |||
Title: | Managing Director, Corporate Banking | |||
By: | /s/ Deborah Carlson | |||
Name: | Deborah Carlson | |||
Title: | Senior vice President, Corporate Banking |
11
Mizuho Corporate Bank, Ltd. | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Raymond Ventura | |||
Name: | Raymond Ventura | |||
Title: | Deputy General Manager |
12
The Northern Trust Company | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Lisa McDermott | |||
Name: | Lisa McDermott | |||
Title: | Vice President |
13
Suntrust Bank | ||||
[NAME OF LENDER], as a Lender
|
||||
By: | /s/ Michael Vegh | |||
Name: | Michael Vegh | |||
Title: | Director |
14
US Bank National Association | ||||
[NAME OF LENDER], as a Lender
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By: | /s/ Steven L. Sawyer | |||
Name: | Steven L. Sawyer | |||
Title: | Vice President |
15
1. | I have reviewed this quarterly report on Form 10-Q of Gannett Co., 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 registrants other certifying officer 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 we 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors: |
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 registrants 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 registrants internal control over financial reporting. |
/s/ Craig A. Dubow | ||||
Craig A. Dubow | ||||
Chairman and Chief Executive Officer (principal executive officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Gannett Co., 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 registrants other certifying officer 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 we 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors: |
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 registrants 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 registrants internal control over financial reporting. |
/s/ Gracia C. Martore | ||||
Gracia C. Martore | ||||
President, Chief Operating Officer and Chief Financial Officer (principal financial officer) |
/s/ Craig A. Dubow | ||||
Craig A. Dubow | ||||
Chairman and Chief Executive Officer (principal executive officer) |
/s/ Gracia C. Martore | ||||
Gracia C. Martore | ||||
President, Chief Operating Officer and Chief Financial Officer (principal financial officer) |