DallasNews Corp - Quarter Report: 2008 June (Form 10-Q)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

A. H. Belo Corporation

Delaware (State or other jurisdiction of incorporation or organization)		38-3765318 (I.R.S. employer identification no.)

P. O. Box 224866 Dallas, Texas (Address of principal executive offices)		75222-4866 (Zip code)

Registrant’s telephone number, including area code: (214) 977-4866

Former name, former address and former fiscal year, if changed since last report.
None

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at July 31, 2008
Common Stock, $.01 par value		20,478,803

 

 

A. H. BELO CORPORATION
FORM 10-Q
TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3. Quantitative and Qualitative Disclosures About Market Risk		16
Item 4T. Controls and Procedures		17
PART II OTHER INFORMATION		17
Item 1. Legal Proceedings		17
Item 1A. Risk Factors		17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3. Defaults Upon Senior Securities		17
Item 4. Submission of Matters to a Vote of Security Holders		18
Item 5. Other Information		18
Item 6. Exhibits		18
Signatures		20

PART I.

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
A. H. Belo Corporation and Subsidiaries

		Three months ended June 30,								Six months ended June 30,
In thousands, except per share amounts (unaudited)		2008				2007				2008				2007
Net Operating Revenues
Advertising		$	125,341			$	157,704			$	249,764			$	299,649
Circulation			30,275				27,894				59,380				55,511
Other			7,639				6,678				14,298				12,829
Total net operating revenues			163,255				192,276				323,442				367,989
Operating Costs and Expenses
Salaries, wages and employee benefits			68,840				72,492				143,105				147,791
Other production, distribution and operating costs			60,948				65,170				121,914				126,069
Newsprint, ink and other supplies			23,738				26,007				46,707				52,675
Depreciation			12,211				11,352				24,452				22,712
Amortization			1,625				1,625				3,250				3,250
Total operating costs and expenses			167,362				176,646				339,428				352,497
(Loss) earnings from operations			(4,107	)			15,630				(15,986	)			15,492
Other Income and Expense
Interest expense			(165	)			(9,035	)			(3,231	)			(17,779	)
Other income, net			305				2,608				1,262				2,782
Total other income (expense)			140				(6,427	)			(1,969	)			(14,997	)
(Loss) earnings before income taxes			(3,967	)			9,203				(17,955	)			495
Income tax benefit			(770	)			(3,097	)			(6,040	)			(2,409	)
Net (loss) earnings		$	(3,197	)		$	12,300			$	(11,915	)		$	2,904
Net (loss) earnings per share:
Basic and diluted		$	(0.16	)		$	0.60			$	(0.58	)		$	0.14
Weighted average shares outstanding:
Basic and diluted			20,478				20,452				20,476				20,452
Dividends declared per share		$	—				N/A			$	0.25				N/A

See accompanying Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS
A. H. Belo Corporation and Subsidiaries

		June 30,				December 31,
		2008				2007
In thousands, except share and per share amounts		(unaudited)
Assets
Current assets:
Cash and temporary cash investments		$	24,882			$	6,874
Accounts receivable, net			72,408				90,792
Inventories			17,287				11,407
Deferred income taxes			6,144				4,744
Prepaids and other current assets			11,093				8,202
Total current assets			131,814				122,019
Property, plant and equipment at cost:
Land			31,158				46,403
Buildings and improvements			219,085				232,267
Publishing equipment			356,252				351,323
Other			164,279				144,503
Advance payments on property, plant and equipment			16,725				23,614
Total property, plant and equipment			787,499				798,110
Less accumulated depreciation			512,276				490,322
Property, plant and equipment, net			275,223				307,788
Intangible assets, net			37,176				40,426
Goodwill			119,667				119,667
Other assets			43,237				29,810
Total assets		$	607,117			$	619,710

See accompanying Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
A. H. Belo Corporation and Subsidiaries

		June 30,				December 31,
		2008				2007
In thousands, except share and per share amounts		(unaudited)
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	30,016			$	25,384
Accrued compensation and benefits			41,078				31,161
Accrued interest on notes payable to Belo Corp.			—				35,148
Other accrued expenses			1,729				3,822
Advance subscription payments			27,587				24,495
Current portion of notes payable to Belo Corp.			—				392
Total current liabilities			100,410				120,402
Notes payable to Belo Corp.			—				378,916
Deferred income taxes			26,809				19,189
Other liabilities			13,916				14,263
Shareholders’ equity:
Preferred stock, $.01 par value. Authorized 2,000,000 shares; none issued.			—				—
Common stock, $.01 par value. Authorized 125,000,000 shares
Series A: Issued 17,757,642 shares at June 30, 2008			176				—
Series B: Issued 2,721,161shares at June 30, 2008			28				—
Additional paid-in capital			482,813				—
Retained deficit			(17,035	)			—
Belo Corp. equity			—				86,940
Total shareholders’ equity			465,982				86,940
Total liabilities and shareholders’ equity		$	607,117			$	619,710

See accompanying Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
A. H. Belo Corporation and Subsidiaries

In thousands, except share amounts (unaudited)		Six months ended June 30, 2008
		Common Stock												Additional
		Shares				Shares								Paid-in				Retained				Belo Corp.
		Series A				Series B				Amount				Capital				Deficit				Equity				Total
Balance at December 31, 2007			—				—			$	—			$	—			$	—			$	86,940			$	86,940
Contribution by Belo Corp.			—				—				—				481,524				—				(86,940	)			394,584
Issuance of stock in the Distribution			17,603,499				2,848,496				204				(204	)			—				—				—
Share-based compensation			—				—				—				1,493				—				—				1,493
Conversion of Series B to Series A			127,335				(127,335	)			—				—				—				—				—
Issuance of shares for restricted stock units			26,808				—				—				—				—				—				—
Dividends			—				—				—				—				(5,120	)			—				(5,120	)
Net loss			—				—				—				—				(11,915	)			—				(11,915	)
Balance at June 30, 2008			17,757,642				2,721,161			$	204			$	482,813			$	(17,035	)		$	—			$	465,982

See accompanying Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
A. H. Belo Corporation and Subsidiaries

		Six months ended June 30,
In thousands (unaudited)		2008				2007
Operations
Net (loss) earnings		$	(11,915	)		$	2,904
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation and amortization			27,702				25,962
Gain/loss on disposal of fixed assets			(213	)			—
Deferred income taxes			—				(8,175	)
Employee retirement benefit expense			65				98
Share-based compensation			336				748
Other non-cash items			2,791				(173	)
Net changes in operating assets and liabilities, excluding the effects of the Distribution:
Accounts receivable			17,986				15,054
Inventories			(5,880	)			2,994
Prepaids and other current assets			176				(3	)
Other, net			(5,871	)			—
Accounts payable			3,813				(7,400	)
Accrued compensation and benefits			(1,072	)			(3,313	)
Other accrued expenses			1,557				(14,447	)
Advance subscription payments			2,148				3,328
Net cash provided by operations			31,623				17,577
Investments
Capital expenditures, net			(8,808	)			(18,553	)
Other, net			313				72
Net cash used for investments			(8,495	)			(18,481	)
Financing
Dividends and distributions			(5,120	)			(35,604	)
Net borrowings from Belo Corp.			—				35,392
Net cash used for financing			(5,120	)			(212	)
Net increase (decrease) in cash and temporary cash investments			18,008				(1,116	)
Cash and temporary cash investments at beginning of period			6,874				10,521
Cash and temporary cash investments at end of period		$	24,882			$	9,405
Supplemental Disclosures
Interest paid, net of amounts capitalized		$	—			$	31,429
Income taxes paid, net of refunds		$	—			$	5,244

See accompanying Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries
(in thousands, except share and per share amounts)

(1)		The accompanying unaudited condensed consolidated financial statements of A. H. Belo Corporation and its subsidiaries (the “Company” or “A. H. Belo”) have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The balance sheet at December 31, 2007 has been derived from the audited combined financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. Operating results for the three and six month periods ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.
(2)		The Company owns three primary daily newspapers: The Dallas Morning News, The Providence Journal, and The Press-Enterprise (Riverside, CA). They publish and distribute local, state, national, and international news. In addition to these three daily newspapers, the Company publishes various niche products in the same or nearby markets where the primary daily newspapers are located. Each of the Company’s daily newspapers and niche publications operates and maintains its own Web site. The Company also operates direct mail and commercial printing businesses. The Company’s operating segments are defined as its newspapers within a given market. The Company has determined that all of its operating segments meet the criteria under Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information,” to be aggregated into one reporting segment.

On February 8, 2008, Belo Corp. (“Belo”) contributed all of the stock of its subsidiaries engaged in the newspaper business and related assets to A. H. Belo (hereafter referred to as the “Distribution”). On February 8, 2008 (the “Distribution Date”), Belo also distributed, through a pro rata, tax-free dividend to its shareholders, 0.20 shares of A. H. Belo Series A common stock for every share of Belo Series A common stock, and 0.20 shares of A. H. Belo Series B common stock for every share of Belo Series B common stock, owned as of the close of business on January 25, 2008. As a result of the Distribution, A. H. Belo issued 17,603,499 shares of Series A common stock and 2,848,496 shares of Series B common stock. This resulted in A. H. Belo becoming a separate public company with its own management and board of directors. The assets and liabilities transferred to A. H. Belo were recorded at historical cost as a reorganization of entities under common control. Following the Distribution, Belo does not have any ownership interest in A. H. Belo but will continue to conduct business with A. H. Belo pursuant to various agreements, as more fully described in Note 8, and co-own certain investments.

Operating expenses reflect direct operating expenses of the business together with allocations of certain Belo corporate expenses for the periods prior to the Distribution. For the three and six months ended June 30, 2007, corporate expenses are based on allocations of Belo corporate expenses. The six months ended June 30, 2008 include allocated Belo corporate expenses up to the Distribution Date only. Corporate expenses for the remainder of the six month period (post-Distribution) and all of the three month period ended June 30, 2008 are comprised of actual costs incurred by the Company. The allocations from Belo include certain costs associated with Belo’s corporate facilities, information systems, legal, internal audit, finance (including public company accounting and reporting), employee compensation and benefits administration, risk management, treasury administration and tax functions, and are based on actual costs incurred by Belo. Allocations of corporate facility costs are based on the actual space used. Information technology costs and employee compensation and benefits administration are allocated based on headcount. Other costs are allocated to A. H. Belo based on the Company’s size relative to the Belo subsidiaries. Costs allocated to the Company totaled $7,430 for the 39 days ended February 8, 2008. Corporate allocated costs for the three and six months ended June 30, 2007 were $14,385 and $26,446, respectively. Transactions between the companies comprising A. H. Belo have been eliminated in the consolidated financial statements.

On the Distribution Date, Belo settled or assigned intercompany indebtedness between and among Belo and its subsidiaries, including Belo’s subsidiaries engaged in the newspaper business and related assets. Belo settled accounts through contributions of such indebtedness to the capital of the debtor subsidiaries, distributions by creditor subsidiaries, and other non-cash transfers, or

assigned indebtedness to A. H. Belo. As of the effective time of the Distribution, Belo had contributed to the capital of A. H. Belo and its subsidiaries the net intercompany indebtedness owed to Belo by A. H. Belo and its subsidiaries, and A. H. Belo assumed the indebtedness owed by Belo to the A. H. Belo subsidiaries.

All dollar amounts are in thousands, unless otherwise indicated. Certain prior period amounts have been reclassified to conform to the current period presentation.

(3)

The following table presents stock-based awards that are excluded for purposes of calculating diluted earnings per share for the three and six months ended June 30, 2008:

		Three Months				Six Months
		Ended				Ended
		June 30,				June 30,
		2008				2008
Options excluded due to exercise price in excess of average market price
Number outstanding			2,471				2,471
Weighted average exercise price		$	21.04			$	21.04

(4)

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing accounting principles until January 1, 2009. The Company expects SFAS 141(R) will have an impact on the Company’s consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions, if any, consummated after the effective date.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities” (“SFAS 159”). This statement permits entities to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has elected not to implement the fair value option with respect to any existing assets or liabilities; therefore, the adoption of SFAS 159 had no impact on the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 establishes, among other items, a framework for fair value measurements in the financial statements by providing a single definition of fair value, provides guidance on the methods used to estimate fair value, and increases disclosures about estimates of fair value. SFAS 157 is effective for financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2007, and will be effective for non-financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2008. Effective January 1, 2008, the Company adopted SFAS 157 for its financial assets and liabilities. The adoption of this standard on January 1, 2008 did not have a material impact on the Company’s financial position or results of operations. The Company is currently assessing the impact of SFAS 157 for non-financial assets and liabilities.

(5)

Prior to the Distribution, the Company established a long-term incentive plan under which awards may be granted to employees and outside directors in the form of non-qualified stock options, incentive stock options, restricted shares, restricted stock units, performance shares, performance units and stock appreciation rights. In addition, options may be accompanied by stock appreciation rights and limited stock appreciation rights. Rights and limited rights may also be issued without accompanying options. Cash-based bonus awards are also available under the plan.

In connection with the Distribution, holders of outstanding Belo options received an adjusted Belo option for the same number of shares of Belo common stock as held before the Distribution but with a reduced exercise price based on the closing price on February 8, 2008. Holders also received one new A. H. Belo option for every five Belo options held as of the Distribution Date (the distribution ratio) with an exercise price based on the closing share price on February 8, 2008. The Belo Restricted Stock Units (“RSUs”) were treated as if they were issued and outstanding shares. Holders of Belo RSUs retained their existing RSUs and also received A. H. Belo RSUs. The number of A. H. Belo RSUs awarded to Belo’s RSU holders was determined using the distribution ratio. As a result, the Belo RSUs and the A. H. Belo RSUs, taken together, had the same aggregate value based on the closing prices of the Belo stock and the A. H. Belo stock on the Distribution Date, as the Belo RSUs immediately prior to the Distribution.

Each stock option and RSU (of A. H. Belo and of Belo) otherwise has the same terms as the original awards. The awards continue to vest as under the existing vesting schedule based on continued employment with Belo or A. H. Belo, as applicable.

Share-based compensation cost recognized for awards to A. H. Belo’s employees and non-employee directors was immaterial and $735, for the three and six months ended June 30, 2008 and $1,131 and $4,606 for the three and six months ended June 30, 2007, respectively. No compensation cost is recognized related to options issued by A. H. Belo held by employees and non-employee directors of Belo.

A. H. Belo also recognizes compensation expense for any pre-Distribution awards related to its employees that were issued under Belo’s long-term incentive plans. A. H. Belo’s share-based compensation expense includes $(15) and $428 for the three and six months ended June 30, 2008, related to awards that were issued by Belo.

A. H. Belo Option Activity

The following table summarizes the option activity under A. H. Belo’s long-term incentive plan for the period ended
June 30, 2008:

						Weighted
						Average
		Number of				Exercise
		Options				Price
Issued in connection with the Distribution on February 8, 2008			2,496,728			$	21.09
Granted			—				—
Exercised			—				—
Canceled			(25,468	)		$	25.53
Outstanding at June 30, 2008			2,471,260			$	21.04

Of the total A. H. Belo options outstanding at June 30, 2008, 991,221 options with a weighted average exercise price of $21.03 are held by A. H. Belo employees and non-employee directors.

A. H. Belo RSU Activity

The following table summarizes the RSU activity under A. H. Belo’s long-term incentive plan for the period ended
June 30, 2008:

						Weighted
						Average
		Number of				Exercise
		RSUs				Price
Issued in connection with the Distribution on February 8, 2008			391,297			$	18.35
Granted			—				—
Vested			(44,780	)		$	19.10
Canceled			(3,417	)		$	19.18
Outstanding at June 30, 2008			343,100			$	18.25

Of the total A. H. Belo RSUs outstanding at June 30, 2008, 157,461 RSUs are held by A. H. Belo employees and non-employee directors.

(6)		The Company has various employees who participate in The G. B. Dealey Retirement Pension Plan, which is sponsored by Belo. As prescribed in the employee matters agreement between the Company and Belo, the Company will reimburse Belo for 60 percent of any future cash contributions to the pension plan. In conjunction with the Distribution, the Company recorded a liability of $3,096 for these anticipated future fundings.
(7)		In 2004, Belo announced that an internal investigation, then ongoing, disclosed practices and procedures that led to an overstatement of previously reported circulation figures at The Dallas Morning News, primarily in single copy sales. In response to the overstatement, Belo implemented a voluntary advertiser plan developed by Belo management. The plan included cash payments to advertisers and future advertising credits. Payments under the plan were made without any condition that such advertisers release The Dallas Morning News from liability for the circulation overstatement. To use the credits, advertisers generally placed advertising in addition to the terms of the advertiser’s current contract. There are no unused credits.

On August 23, 2004, August 26, 2004 and October 5, 2004, three related lawsuits, now consolidated, were filed by purported shareholders of Belo in the United States District Court for the Northern District of Texas against Belo, Robert W. Decherd, and Barry T. Peckham, a former executive officer of The Dallas Morning News, arising out of the circulation overstatement at The Dallas Morning News. James M. Moroney III, an executive officer of The Dallas Morning News, was added later as a defendant. The plaintiffs seek to represent a purported class of shareholders who purchased Belo common stock between May 12, 2003 and August 6, 2004, and allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On April 2, 2008, the court denied plaintiffs’ motion for class certification and on April 16, 2008, plaintiffs petitioned the United States Court of Appeals for the Fifth Circuit for permission to appeal that denial. On June 17, 2008, permission was granted and plaintiffs are appealing denial of class certification. No amount of damages has been specified. The Company believes the complaints are without merit and intends to defend vigorously against them.

On June 3, 2005, a shareholder derivative lawsuit was filed by a purported individual shareholder of Belo in the 191st Judicial District Court of Dallas County, Texas, against Robert W. Decherd, John L. Sander, Dunia A. Shive, Dennis A. Williamson, and James M. Moroney III; Barry T. Peckham; and Louis E. Caldera, Judith L. Craven, Stephen Hamblett, Dealey D. Herndon, Wayne R. Sanders, France A. Córdova, Laurence E. Hirsch, J. McDonald Williams, Henry P. Becton, Jr., Roger A. Enrico, William T. Solomon, Lloyd D. Ward, M. Anne Szostak, and Arturo Madrid, current or former directors of Belo. The lawsuit makes various claims asserting mismanagement and breach of fiduciary duty related to the circulation overstatement at The Dallas Morning News. On May 30, 2007, after a prior discovery stay ended, the court issued an order administratively closing the case and, as a result, no further action can be taken unless the case is reinstated. The court retained jurisdiction and the case is subject to being reinstated by the court or upon motion by any party. The court’s order was not a dismissal with prejudice.

Under the terms of the separation and distribution agreement between A. H. Belo and Belo, A. H. Belo and Belo will share equally in any liabilities, net of any applicable insurance, resulting from the circulation-related lawsuits described above.

On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against various A. H. Belo-related parties in the United States District Court for the Northern District of Texas. The plaintiffs’ lawsuit alleges unlawful discrimination and ERISA violations and includes allegations relating to The Dallas Morning News circulation overstatement (similar to the circulation-related lawsuits described above). In June 2007, the court issued a memorandum order granting in part and denying in part defendants’ motion to dismiss. In August 2007, the court dismissed certain additional claims. A trial date in January 2009 has been set. The Company believes the lawsuit is without merit and intends to defend vigorously against it.

In addition to the proceedings disclosed above, a number of other legal proceedings are pending against A. H. Belo, including several actions for alleged libel and/or defamation. In the opinion of management, liabilities, if any, arising from these other legal proceedings would not have a material adverse effect on A. H. Belo’s results of operations, liquidity, or financial position.

(8)

In connection with the Distribution, the Company entered into a separation and distribution agreement; a services agreement; a tax matters agreement; an employee matters agreement, which allocates liabilities and responsibilities regarding employee compensation and benefit plans and related matters; and other agreements with Belo or its subsidiaries. In the separation and distribution agreement, effective as of the Distribution Date, A. H. Belo and Belo have agreed to indemnify each other and certain related parties from all liabilities existing or arising from acts and events occurring, or failing to occur (or alleged to have occurred or to have failed to occur), regarding each other’s businesses, whether occurring before, at or after the effective time of the Distribution; provided, however, that under the terms of the separation and distribution agreement, the Company and Belo will share equally in any liabilities, net of any applicable insurance, resulting from certain circulation-related lawsuits.

Under the services agreement, for a period of up to two years after the Distribution Date, A. H. Belo and Belo (or their respective subsidiaries) will provide each other various services and/or support. Payments made or other consideration provided in connection with all continuing transactions between the Company and Belo will be on an arm’s-length basis or on a basis consistent with the business purpose of the parties.

The tax matters agreement sets out each party’s rights and obligations with respect to payment deficiencies and refunds, if any, of federal, state, local, or foreign taxes for periods before and after the Distribution and related matters such as the filing of tax returns and the conduct of IRS and other audits. Under this agreement, Belo will be responsible for all income taxes prior to the Distribution, except that A. H. Belo will be responsible for its share of income taxes paid on a consolidated basis for the period of January 1, 2008 through February 8, 2008. A. H. Belo will also be responsible for its income taxes subsequent to the Distribution Date.

Belo’s Dallas/Fort Worth television station, WFAA-TV, and The Dallas Morning News, owned by A. H. Belo, have agreed to provide media content, cross-promotion, and other services to the other. In addition, A. H. Belo and Belo co-own certain downtown Dallas real estate through a limited liability company formed in connection with the Distribution.

(9)

On July 28, 2008, the Company announced a broad restructuring of its newspaper operations intended to change substantially the business model for the Company’s print products while accelerating the allocation of resources to new products both in print and online. The Company plans to eliminate $50 million of ongoing costs by the end of the first quarter of 2009, exclusive of newsprint price fluctuations. In conjunction with these initiatives, the Company is making voluntary severance offers to many employees of A. H. Belo’s newspapers. The goal is to reduce total employment at the operating units by approximately 500 full-time equivalents. A. H. Belo will incur a charge in the third quarter related to the voluntary severance offer. The amount of this one-time expense will depend on the length of service and the salary distribution of the employees who accept the voluntary severance offer.

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands, except per share amounts)

The following information should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and related Notes filed as part of this report.

Overview

A. H. Belo Corporation, headquartered in Dallas, Texas, is a distinguished news and information company that owns and operates three daily newspapers and 12 associated Web sites. A. H. Belo publishes The Dallas Morning News, Texas’ leading newspaper; The Providence Journal, the oldest major daily newspaper of general circulation and continuous publication in the U.S.; and The Press-Enterprise (Riverside, CA), serving southern California’s Inland Empire region. These newspapers produce extensive local, state, national and international news. In addition, the Company publishes various specialty publications targeting niche audiences, young adults and the fast-growing Hispanic market. A. H. Belo also owns direct mail and commercial printing businesses.

On July 28, 2008, the Company announced a broad restructuring of its newspaper operations intended to change substantially the business model for the Company’s print products while accelerating the allocation of resources to promising new products both in print and online. The Company plans to eliminate $50 million of ongoing costs by the end of the first quarter of 2009, exclusive of newsprint price fluctuations. In conjunction with these initiatives, the Company is making voluntary severance offers to many employees of A. H. Belo’s newspapers. The goal is to reduce total employment at the operating units by approximately 500 full-time equivalents. A. H. Belo will incur a charge in the third quarter related to the voluntary severance offer. The amount of this one-time expense will depend on the length of service and the salary distribution of the employees who accept the voluntary severance offer.

The Company intends for the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding A. H. Belo’s financial statements, the changes in certain key items in those statements from period to

period and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect the Company’s financial statements.

Results of Operations
(Dollars in thousands, except per share amounts)

Consolidated Results of Operations

		Three Months Ended June 30,												Six Months Ended June 30,
						Percentage												Percentage
		2008				Change				2007				2008				Change				2007
Net operating revenues		$	163,255				(15.1	)%		$	192,276			$	323,442				(12.1	)%		$	367,989
Operating costs and expenses			167,362				(5.3	)%			176,646				339,428				(3.7	)%			352,497
Other income (expense)			140				(102.2	)%			(6,427	)			(1,969	)			(86.9	)%			(14,997	)
(Loss) earnings before income taxes			(3,967	)			(143.1	)%			9,203				(17,955	)			(3,727.3	)%			495
Income tax benefit			(770	)			(75.1	)%			(3,097	)			(6,040	)			150.7	%			(2,409	)
Net (loss) earnings		$	(3,197	)			(126.0	)%		$	12,300			$	(11,915	)			(510.3	)%		$	2,904

The table below presents the components of net operating revenues for the three and six months ended June 30, 2008 and 2007, respectively:

		Three Months Ended June 30,												Ended June 30,
						Percentage												Percentage
		2008				Change				2007				2008				Change				2007
Advertising		$	125,341				(20.5	)%		$	157,704			$	249,764				(16.6	)%		$	299,649
Circulation			30,275				8.5	%			27,894				59,380				7.0	%			55,511
Other			7,639				14.4	%			6,678				14,298				11.5	%			12,829
Net operating revenues		$	163,255				(15.1	)%		$	192,276			$	323,442				(12.1	)%			$367,989

Advertising revenues accounted for 76.8 and 77.2 percent of total revenues for the three and six months ended June 30, 2008, respectively, compared to 82.0 and 81.4 percent for the same periods in the prior year. Circulation revenues accounted for 18.5 and 18.4 percent of total revenues for the three and six months ended June 30, 2008, respectively, compared to 14.5 and 15.1 percent for the same periods in the prior year. Total revenue decreased 15.1 and 12.1 percent for the three and six months ended June 30, 2008 versus the same periods in the prior year. The Company’s revenues were adversely affected by economic and operating pressures. Total advertising revenue, including print and Internet revenue, was down 20.5 and 16.6 percent for the three and six months ended June 30, 2008, respectively. Retail was down 15.3 and 13.4 percent, general was down 29.6 and 19.5 percent, and classified (exclusive of Internet revenue) was down 38.0 and 32.0 percent for the three and six month periods, respectively. Classified revenue at The Dallas Morning News was mainly impacted by a decline in employment while The Providence Journal and The Press-Enterprise were predominantly impacted by declines in real estate. The Press-Enterprise’s advertising revenues were down 24.6 and 25.1 percent for the three and six months ended June 30, 2008, respectively, compared to decreases of 17.0 and 14.0 percent at The Providence Journal and 20.5 and 14.9 percent at The Dallas Morning News. The Company had $12.2 million and $24.2 million in Internet revenue for the three and six months ended June 30, 2008, which accounted for 7.4 and 7.5 percent of total revenues, respectively. Compared to the prior year, Internet revenues decreased 10.5 and 6.4 percent for the three and six months ended June 30, 2008, respectively. Decreases in Internet revenues resulted from declines in employment and real estate classifieds, which are dependent on upsells from the same print categories. Internet ad revenue, exclusive of classified revenue, remained flat for the three month period, but increased 4.7 percent for the six month period ended June 30, 2008, when compared to the same periods in the prior year.

Circulation revenue increased 8.5 and 7.0 percent for the three and six months ended June 30, 2008, primarily due to less discounting and single-copy and home delivery price increases.

Operating Costs and Expenses

The Company’s operating costs and expenses decreased $9,284, or 5.3 percent, and $13,069, or 3.7 percent, for the three and six months ended June 30, 2008, respectively, compared to the same periods in the prior year. The decreases were primarily due to decreases in newsprint costs and salaries and wages and other production, distribution and operating costs offset by an increase in depreciation expense. The decreases of $2,269 and $5,968 in newsprint, ink and supplies for the three and six month periods, respectively, were primarily due to lower newsprint expenses of $1,945 and $4,890, respectively, which resulted primarily from lower newsprint volumes consumed during these periods. During the three and six months ended June 30, 2008, A. H. Belo’s operations consumed approximately 28,964 and 59,099 metric tons of newsprint at an average cost of $684 and $650 per metric ton, respectively. Consumption of newsprint for the same periods in the prior year was 34,382 and 68,468 metric tons at an average cost per metric ton of $596 and $615, respectively. Salaries, wages and benefits expenses decreased $3,652 and $4,686 for the three months and the six months ended June 30, 2008, respectively, primarily due to a reduction in stock-based compensation expense of $1,130 and $3,871, year over year. This decrease is primarily due to declines in fair market value of A. H. Belo common stock. The decreases in stock-based compensation expense were partially offset by increases in employee bonuses of $194 and $1,906 in the three and six months ended June 30, 2008, respectively, related to the Distribution. Depreciation expense increased by $859 and $1,740 for the three and six month periods, respectively, primarily due to new facilities in Riverside, California and Dallas, Texas.

Interest Expense

Interest expense decreased $8,870, or 98.2 percent, and $14,548, or 81.8 percent, during the three and six months ended June 30, 2008, respectively, compared to the prior year periods. As of February 8, 2008, in connection with the Distribution of the Company, Belo contributed to the capital of A. H. Belo and its subsidiaries the net intercompany indebtedness owed to Belo by A. H. Belo and its subsidiaries or assigned indebtedness to the Company. This effectively settled A. H. Belo’s notes payable balances owed to Belo. As a result, no interest expense was accrued beyond the Distribution Date, as compared to the interest expense that accrued for the entire three and six months ended June 30, 2007.

Other Income, Net

Other income, net decreased $2,303, or 88.3 percent, and $1,520, or 54.6 percent, for the three months and six months ended June 30, 2008, respectively, compared to the same periods in 2007, primarily due to a gain on the disposal of land and a building in Dallas, Texas, in 2007 that was not used in the ordinary course of business.

Income Taxes

Income taxes for the three months and six months ended June 30, 2008 increased by $2,327 and decreased by $3,631, respectively, compared to the same periods in 2007. The increase during the three month period is primarily due the allocation methodology used for corporate expenses during 2007. The decrease during the six month period is primarily due to a lower projected taxable income for 2008.

Liquidity and Capital Resources

Operating Cash Flows

Net cash provided by operations was $31,623 for the six months ended June 30, 2008 compared to net cash provided by operations of $17,577 for the same period last year. The changes in cash flows from operations were caused primarily by changes in normal working capital requirements.

The Company believes its current financial condition and credit relationships are adequate to fund its current obligations.

Investing Cash Flows

Net cash flows used for investments were $8,495 for the six months ended June 30, 2008 compared to $18,481 for the same period in 2007. The decrease is primarily due to a reduction in capital expenditures.

Capital Expenditures

Total capital expenditures were $8,808 during the first six months of 2008 compared with $18,553 during the same period in 2007. These were primarily for facilities and equipment and the building projects mentioned below.

During the six months ended June 30, 2007, the Company took possession of a new distribution and production center for The Dallas Morning News in southern Dallas. Approximately $51,000 has been incurred since the beginning of the project and approximately $4,411 was incurred during the six months ended June 30, 2007.

During the first six months of 2007, The Press-Enterprise moved into a new 150,000 square-foot, five-story office building to centralize all news, editorial, advertising, sales and marketing, technology, production support and administrative functions. The total cost of the project is projected to be approximately $40,000. Of the total estimated costs, approximately $40,000 has been incurred since the beginning of the project and approximately $7,748 was incurred in the first six months of 2007.

Financing Cash Flows

There was $5,120 in cash used for financing for the six months ended June 30, 2008 compared to $212 used for financing during the same period in 2007. This increase was primarily due to the Company paying a dividend of 25 cents a share to shareholders in June 2008. During the same period last year the Company relied on Belo for funding of the Company’s operations.

Dividends

The Company declared dividends of 25 cents per share on February 27, 2008, which were paid on June 6, 2008, and on July 25, 2008, which will be paid on September 5, 2008.

Other

The Company entered into a Credit Agreement dated as of February 4, 2008 with JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Banc of America Securities LLC, Bank of America, N.A. and certain other lenders (the “Credit Agreement”) effective as of the Distribution Date. The Credit Agreement has a five-year term that expires in February 2013. The facility provided for under the Credit Agreement may be used for working capital and other general corporate purposes, including letters of credit.

The Credit Agreement consists of a $100 million senior unsecured five-year revolving credit facility. Revolving credit borrowings under the Credit Agreement will bear interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin that varies depending upon the Company’s leverage ratio.

The Credit Agreement contains a number of restrictions on the Company’s business, including, but not limited to, restrictions on the Company’s (and certain of its subsidiaries’) ability to incur indebtedness; grant liens on assets; make certain restricted payments; merge, consolidate, or sell assets; engage in transactions with affiliates; enter into restrictive agreements; enter into sale-leaseback transactions; and to make certain investments. In addition, the Company is subject to a leverage ratio covenant and a fixed charge coverage ratio covenant. The Credit Agreement also contains affirmative covenants and events of default, including a cross-default to certain other debt. Failure to comply with these covenants, or the occurrence of an event of default, could result in acceleration of the Company’s debt and other financial obligations under the Credit Agreement and could limit the Company’s borrowing capacity under the agreement. The Credit Agreement requires the Company’s material subsidiaries to guarantee the obligations of the Company under the Credit Agreement.

The Company did not draw on its credit facility during the six months ended June 30, 2008. The Company believes its cash on hand, internally generated funds and revolving credit facility are adequate to meet its capital and operating commitments.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing accounting principles until January 1, 2009. The Company expects SFAS 141(R) will have an impact on the Company’s consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions, if any, consummated after the effective date.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities” (“SFAS 159”). This statement permits entities to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has elected not to implement the fair value option with respect to any existing assets or liabilities; therefore, the adoption of SFAS 159 had no impact on the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 establishes, among other items, a framework for fair value measurements in the financial statements by providing a single definition of fair value, provides guidance on the methods used to estimate fair value, and increases disclosures about estimates of fair value. SFAS 157 is effective for financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2007, and will be effective for non-financial assets and liabilities in financial statements issued for fiscal years beginning after November 15, 2008. Effective January 1, 2008, the Company adopted SFAS 157 for its financial assets and liabilities. The adoption of this standard on January 1, 2008 did not have a material impact on the Company’s financial position or results of operations. The Company is currently assessing the impact of SFAS 157 for non-financial assets and liabilities.

Forward-Looking Statements

Statements in this report concerning A. H. Belo’s business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, future financings, and other financial and non-financial items that are not historical facts, are “forward-looking statements” as that term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements.

Such risks, uncertainties and factors include, but are not limited to, changes in capital market conditions and prospects, and other factors such as changes in advertising demand, interest rates, and newsprint prices; newspaper circulation matters, including changes in readership patterns and demography, and audits and related actions by the Audit Bureau of Circulations; circulation trends; technological changes; development of Internet publishing and commerce; industry cycles; changes in pricing or other actions by competitors and suppliers; regulatory, tax and legal changes; adoption of new accounting standards or changes in existing accounting standards by the Financial Accounting Standards Board or other accounting standard-setting bodies or authorities; the effects of Company acquisitions, dispositions, co-owned ventures, and investments; general economic conditions; significant armed conflict; and other factors beyond our control, as well as other risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and other public disclosures and filings with the Securities and Exchange Commission (“SEC”), including the Company’s information statement on Form 10 dated January 31, 2008.

Item 3.		Quantitative and Qualitative Disclosures About Market Risk

Other than as disclosed, there have been no material changes in A. H. Belo’s exposure to market risk from the disclosure included in the Annual Report on Form 10-K for the year ended December 31, 2007.

Item 4T.		Controls and Procedures

During the three months ended June 30, 2008, there were no changes in A. H. Belo’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chairman, President and Chief Executive Officer and Senior Vice President/Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this report. Based upon that evaluation, the Chairman, President and Chief Executive Officer and Senior Vice President/Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective such that information relating to the Company (including its consolidated subsidiaries) required to be disclosed in the Company’s SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) is accumulated and communicated to the Company’s management, including the Chairman, President and Chief Executive Officer and Senior Vice President/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

PART II.

Item 1.		Legal Proceedings

In addition to the disclosure below and the matters previously disclosed, for which there are no material developments to report (see Note 7 to the Condensed Consolidated Financial Statements in Part I, Item 1), a number of other legal proceedings are pending against the Company, including several actions for alleged libel and/or defamation. In the opinion of management, liabilities, if any, arising from these other legal proceedings would not have a material adverse effect on the consolidated results of operations, liquidity or financial position of the Company.

On August 23, 2004, August 26, 2004 and October 5, 2004, three related lawsuits, now consolidated, were filed by purported shareholders of Belo in the United States District Court for the Northern District of Texas against Belo, Robert W. Decherd, and Barry T. Peckham, a former executive officer of The Dallas Morning News, arising out of the circulation overstatement at The Dallas Morning News. James M. Moroney III, an executive officer of The Dallas Morning News, was added later as a defendant. The plaintiffs seek to represent a purported class of shareholders who purchased Belo common stock between May 12, 2003 and August 6, 2004, and allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On April 2, 2008, the court denied plaintiffs’ motion for class certification and on April 16, 2008, plaintiffs petitioned the United States Court of Appeals for the Fifth Circuit for permission to appeal that denial. On June 17, 2008, permission was granted and plaintiffs are appealing the denial of class certification. No amount of damages has been specified. The Company believes the complaints are without merit and intends to defend vigorously against them.

Item 1A.		Risk Factors

There have been no material changes in the Company’s risk factors from the disclosures included in the Annual Report on Form-10-K for the year ended December 31, 2007.

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

During the three months and six months ended June 30, 2008, 127,237 and 127,335 shares, respectively, of the Company’s Series B common stock were converted, on a one-for-one basis, into shares of Series A common stock. The Company did not register the issuance of these securities under the Securities Act in reliance upon the exemption under Section 3(a)(9) of the Securities Act.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its Series A or Series B common stock during the three months ended June 30, 2008.

Item 3.		Defaults Upon Senior Securities

None.

Item 4.		Submission of Matters to a Vote of Security Holders

None.

Item 5.		Other Information

None.

Item 6.		Exhibits

Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the Securities and Exchange Commission, as indicated. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.

Exhibit				Description
2.1		*		Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2008 (Securities and Exchange Commission File No. 001-33741) (the “February 12, 2008 Form 8-K”))
3.1		*		Amended and Restated Certificate of Incorporation of the Company (Exhibit 3.1 to Amendment No. 3 to the Company’s Form 10 dated January 18, 2008 (Securities and Exchange Commission File No. 001-33741) (the “Third Amendment to Form 10”))
3.3		*		Certificate of Designations of Series A Junior Participating Preferred Stock of the Company dated January 11, 2008 (Exhibit 3.2 to Post-Effective Amendment No. 1 to Form 10 dated January 31, 2008 (Securities and Exchange Commission File No. 001-33741))
3.4		*		Amended and Restated Bylaws of the Company, effective January 11, 2008 (Exhibit 3.3 to the Third Amendment to Form 10)
4.1				Certain rights of the holders of the Company’s Common Stock are set forth in Exhibits 3.1-3.3 above
4.2		*		Specimen Form of Certificate representing shares of the Company’s Series A Common Stock (Exhibit 4.2 to the Third Amendment to Form 10)
4.3		*		Specimen Form of Certificate representing shares of the Company’s Series B Common Stock (Exhibit 4.3 to the Third Amendment to Form 10)
4.4		*		Rights Agreement dated as of January 11, 2008 between the Company and Mellon Investor Services LLC (Exhibit 4.4 to the Third Amendment to Form 10)
10.1				Financing agreements:
				(1)* Credit Agreement dated as of February 4, 2008 among the Company, as Borrower, JPMorgan Chase, N.A., as Administrative Agent, JPMorgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Bookrunners, Bank of America, N.A., as Syndication Agent, SunTrust Bank and Capital One Bank, N.A., as Co-Documentation Agents (Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2008 (Securities and Exchange Commission File No. 001-33741))
10.2				Compensatory plans:
		~		(1) A. H. Belo Savings Plan
		~		(2) A. H. Belo 2008 Incentive Compensation Plan
				(a) First Amendment to A.H. Belo 2008 Incentive Compensation Plan effective July 23, 2008.

Exhibit				Description
				* (b) Form of A. H. Belo 2008 Incentive Compensation Plan Non-Employee Director Evidence of Award
				* (c) Form of A. H. Belo 2008 Incentive Compensation Plan Evidence of Award (for Employee Awards)
		~		(3)   A. H. Belo Pension Transition Supplement Restoration Plan effective January 1, 2008
		~		(4)* A. H. Belo Corporation Change In Control Severance Plan (Exhibit 10.7 to the February 12, 2008 Form 8-K)
10.3				Agreements relating to the distribution of A. H. Belo:
				(1)* Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.1 to the February 12, 2008 Form 8-K)
				(2)* Employee Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.2 to the February 12, 2008 Form 8-K)
				(3)* Services Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.3 to the February 12, 2008 Form 8-K)
				(4)* Separation and Distribution Agreement (See Exhibit 2.1 to the February 12, 2008 Form 8-K)
31.1				Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2				Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32				Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.