TRIBUNE PUBLISHING COMPANY The following discussion and analysis should be read in conjunction with the other sections of this Quarterly Report on Form 10-Q, including the Company's Consolidated Financial Statements and related Notes filed as part of this Quarterly Report, and "Cautionary Statement Concerning Forward-Looking Statements." Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and other factors described throughout this Quarterly Report as well as the factors described in our Annual Report on Form 10-K as filed with theSEC onMarch 11, 2020 ("the "2019 Annual Report"), particularly under Item 1A. "Risk Factors," and in the Company's other filings with theSEC . We believe that the assumptions underlying the Consolidated Financial Statements included in this Quarterly Report are reasonable. However, the Consolidated Financial Statements may not necessarily reflect our results of operations, financial position and cash flows for future periods. OVERVIEWTribune Publishing Company was formed as aDelaware corporation onNovember 21, 2013 .Tribune Publishing Company together with its subsidiaries (collectively, the "Company" or "Tribune") is a media company rooted in award-winning journalism. Headquartered inChicago , Tribune operates local media businesses in eight markets with titles including theChicago Tribune ,New York Daily News ,The Baltimore Sun ,Orlando Sentinel ,South Florida's Sun Sentinel , Virginia'sDaily Press andThe Virginian-Pilot ,The Morning Call ofLehigh Valley, Pennsylvania and theHartford Courant . Tribune also operatesTribune Content Agency ("TCA") and is the majority owner inBestReviews LLC ("BestReviews"). Tribune's unique and valuable content across its brands have earned a combined 65 Pulitzer Prizes and are committed to informing, inspiring and engaging local communities. Tribune's brands create and distribute content across our media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities. The Company continues to position itself as a leaner, more agile operation in order to sustain itself for the long term. Accordingly, the Company is aggressively flattening its management organization, reducing its real estate footprint and eliminating fixed cost infrastructure as well as continually assessing its operations in an effort to identify opportunities to enhance operational efficiencies and reduce expenses. In the past these activities have included, and could include in the future, outsourcing of various functions or operations, abandonment of leased space and other activities which may result in changes to employee headcount. See Note 4 to the Consolidated Financial Statements for more information on changes in operations in the three months endedMarch 29, 2020 . The Company expects to continue to take actions deemed appropriate to enhance profitability but does not currently know whether or when any such actions will occur or the potential costs and expected savings. Depending on the actions taken and the timing of any such actions, the anticipated cost savings could be recognized in fiscal periods that do not correspond to the fiscal period(s) in which the charges are recognized. As a result, the Company's net income trends could be impacted and more difficult to predict. COVID-19 Update With the global outbreak of the novel coronavirus ("COVID-19") and the declaration of a pandemic by theWorld Health Organization onMarch 11, 2020 , the governments in the states in which Tribune operates have deemed news publishing and media services as "critical infrastructure" providing essential services and information during this global emergency. As a provider of critical infrastructure, Tribune is not subject to business closure requirements and has taken steps to keep employees working safely and news and information being distributed. Tribune remains focused on protecting the health and well being of its employees and the communities in which it operates while assuring the continuity of its business operations. The Company has proactively implemented its business continuity plans and has taken a variety of measures to ensure the ongoing availability of its newspapers and information, while taking appropriate health and safety measures, including implementing remote work policies, where possible, and implementing enhanced cleaning and hygiene protocols in its production facilities. To date, as a result of these business continuity measures, the Company has not experienced disruptions in the distribution of news and information through the Company's newspapers and websites. 22 -------------------------------------------------------------------------------- Until fiscal 2019, advertising revenue was historically Tribune's largest source of revenue. The Company's advertising customers are typically local and regional, small and mid-sized businesses that purchase advertising to drive traffic to their businesses. These are the businesses that have been particularly hard hit by the widespread closures of businesses, government facilities and schools, cancellation of events and sports leagues, restriction on gathering and a significant reduction in economic activity. The decrease in advertising revenue and ongoing disruptions in Tribune's operations due to the COVID-19 pandemic have adversely impacted its business, results of operations, financial condition and cash flows. The degree to which COVID-19 may impact Tribune's results of operations and financial condition in the future is unknown at this time and will depend on future developments, including the severity and the duration of the pandemic. The Company has taken extensive steps to mitigate the economic impact COVID-19 has had on its results of operations. These steps include evaluation of and adjustments to manufacturing and distribution processes, delaying non-essential repairs and maintenance, reducing third-party spending, freezing discretionary spending, eliminating incentive and discretionary bonuses and salary reductions and employee furloughs. As part of the Company's reduction in spending, it has withheld payment of rent for a majority of leased facilities in April and May and requested rent relief in various forms, as described in Note 15 to the Consolidated Financial Statements. Tribune has been notified by a number of lessors that it is in default under the terms of the respective leases and the Company is negotiating with such lessors on the terms of the potential rent relief and the lessors' remedies. At this time, the impact of these negotiations is unknown. These mitigation measures may not be sufficient to prevent adverse impacts on our business and financial condition from COVID-19. Products and Services Our publication product mix includes three primary types: (i) daily newspapers, (ii) weekly newspapers and (iii) niche publications and direct mail. The key characteristics of each of these types of publications are summarized in the table below. Daily Newspapers Weekly Newspapers Niche Publications Cost: Paid Paid and free Paid and free Distributed four to seven Distributed one to three days Distributed weekly, monthly Distribution: days per week per week or on an annual basis Paid: Revenue from Revenue from advertisers, advertising, subscribers, Paid: Revenue from Income: subscribers, rack/box sales rack/box sales advertising, rack/box sales Free: Advertising revenue Free:
Advertising revenue only only
As ofMarch 29, 2020 , the Company's prominent print publications and websites include: Media Group City Masthead Website Circulation Type Paid or FreeChicago Tribune Media Group Chicago, IL Chicago Tribune www.chicagotribune.com Daily Paid Chicago, IL Chicago Magazine www.chicagomag.com Monthly Paid Chicago, IL RedEye www.redeyechicago.com Weekly Free
New York, NY New York Daily News www.nydailynews.com Daily Paid
Broward County, FL, Sun Sentinel www.sun-sentinel.com Daily Paid
Palm Beach County, FL
Broward County, FL, el Sentinel www.sun-sentinel/elsentinel.com Weekly Free
Palm Beach County, FL
Orlando, FL Orlando Sentinel www.orlandosentinel.com Daily Paid
Orlando, FL el Sentinel www.orlandosentinel/elsentinel.com Weekly Free
Baltimore, MD The Baltimore Sun www.baltimoresun.com Daily Paid
Annapolis, MD The Capital www.capitalgazette.com Daily Paid
23--------------------------------------------------------------------------------
Media Group City Masthead Website Circulation Type Paid or Free
Westminster, MD Carroll County Times www.carrollcountytimes.com Daily Paid
Hartford County, CT, The Hartford Courant www.courant.com Daily Paid
Middlesex County, CT,
Tolland County, CT
Virginia Media Group
Newport News, VA Daily Press www.dailypress.com Daily Paid
(Peninsula)
Norfolk, VA The Virginian-Pilot www.pilotonline.com Daily Paid
Lehigh Valley, PA The Morning Call www.themorningcall.com Daily Paid
TCA is a syndication and licensing business providing content solutions for
publishers around the globe. Working with a vast collection of the world's news
and information sources, TCA delivers a daily news service and syndicated
premium content to over 2,000 media and digital information publishers in more
than 70 countries. Tribune News Service delivers material from 70 leading
publications, including Chicago Tribune , Bloomberg News , Miami Herald , The
Dallas Morning News , Seattle Times , The Philadelphia Inquirer , and Los Angeles
Times . Tribune Premium Content syndicates columnists such as Leonard Pitts , Cal
Thomas , Clarence Page , Ask Amy and Rick Steves . TCA manages the licensing of
premium content from publications such as Rolling Stone , The Atlantic , Fast
Company , Mayo Clinic , Variety and many more. TCA traces its roots back to 1918.
BestReviews is a company engaged in the business of testing, researching and
reviewing consumer products. BestReviews generates referral fee revenue by
directing online traffic from their published reviews to sites where the
products can be purchased. BestReviews has affiliate agreements with online
sellers, of which the largest is Amazon.com. BestReviews receives a referral fee
once the product is purchased.
Revenue Sources
Print advertising is typically in the form of display, preprint or classified
advertising. Advertising and marketing services revenues are comprised of three
basic categories: retail, national and classified. Retail is a category of
customers who generally do business directly with the public. National is a
category of customers who generally do business directly with other businesses.
Classified is a type of advertising which is other than display or preprint.
Digital advertising consists of website display, banner ads, advertising
widgets, coupon ads, video, search advertising and linear ads placed by Tribune
on websites. Digital marketing services include development of mobile websites,
search engine marketing and optimization, social media account management and
content marketing for customers' web presence for small to medium size
businesses.
Circulation revenue results from the sale of print and digital editions of
newspapers to individual subscribers, the sale of print editions of newspapers
to sales outlets that re-sell the newspapers, and the sale of digital
subscription access to the Company's websites.
Other revenues are derived from commercial printing and delivery services
provided to other newspapers, direct mail advertising and services, content
syndication and licensing, referral fees and other related activities. The
Company contracts with a number of national and local newspapers to both print
and distribute their respective publications in local markets where it is a
newspaper publisher. In some instances where it prints publications, it also
manages and procures newsprint, ink and plates on their behalf. These
arrangements allow the Company to leverage its investment in infrastructure in
those markets that support its own publications. As a result, these arrangements
tend to contribute incremental profitability and revenues. The Company currently
distributes national newspapers (including The New York Times, USA Today , and
The Wall Street Journal) in its local markets under multiple agreements.
Additionally, in New York , Chicago , and South Florida , the Company provides some
or all of these services to other local publications.
24
--------------------------------------------------------------------------------
Results of OperationsOperating results are shown in the table below (in thousands):
Three months ended
Mar 29, 2020 Mar 31, 2019 % Change
Advertising $ 76,816 $ 96,768 (20.6 %)
Circulation 90,012 92,875 (3.1 %)
Other 49,657 54,882 (9.5 %)
Total operating revenues 216,485 244,525 (11.5 %)
Compensation 96,828 97,709 (0.9 %)
Newsprint and ink 10,720 16,103 (33.4 %)
Outside services 75,042 83,813 (10.5 %)
Other operating expenses 35,418 42,218 (16.1 %)
Depreciation and amortization 9,473 12,084 (21.6 %)
Impairment 51,049 - *
Total operating expenses 278,530 251,927 10.6 %
Loss from operations (62,045) (7,402) *
Interest income (expense), net (30) 220 *
Loss on equity investments, net - (487) *
Other income, net 387 73 *
Income tax benefit 17,682 2,882 *
Net loss (44,006) (4,714) *Less: Income (loss) attributable to noncontrolling interest
1,330 (39) *
Net loss attributable to Tribune common stockholders $ (45,336) $ (4,675) *
* Represents positive or negative change in excess of 100%
Three months ended March 29, 2020 compared to the three months ended
March 31, 2019
Advertising Revenue-Advertising revenues decreased 20.6%, or $20.0 million , in
the three months ended March 29, 2020 , compared to the same period for 2019, due
to decreases in all revenue categories. Retail advertising decreased $14.6
million , year over year, national advertising decreased $2.9 million and
classified advertising decreased $2.4 million . The COVID-19 pandemic continues
to exacerbate the decline in advertising revenue. During the three months ended
March 29, 2020 the Company saw a cancellation of approximately $3.4 million in
existing advertising orders. The Company is unable to quantify the amount of
orders customers did not place as a result of the pandemic.
Circulation Revenue-Circulation revenues decreased 3.1%, or $2.9 million , in the
three months ended March 29, 2020 , compared to the same period for 2019. Home
delivery revenue decreased $4.4 million and single copy sales decreased $1.1
million . These decreases were partially offset by an increase of $2.6 million in
digital subscription revenue as customers turn to digital delivery.
Other Revenue-Other revenues consist of commercial print and delivery, direct
mail and marketing, and content syndication and licensing, referral fees and
other revenue. Other revenues decreased 9.5%, or $5.2 million , in the three
months ended March 29, 2020 , compared to the same period for 2019. Commercial
print and delivery revenue decreased $2.5 million , direct mail revenue decreased
$1.0 million , and revenue from the TSA agreement decreased $5.3 million . These
decreases were partially offset by a $3.3 million increase in referral revenue
at BestReviews.
Compensation Expense-Compensation expense decreased 0.9%, or $0.9 million , in
the three months ended March 29, 2020 . This decrease was due primarily to a
decrease in salary and payroll tax expense of $4.7 million , a decrease in
stock-based compensation of $4.1 million and a decrease in incentive
compensation of $3.4 million . These decreases were partially offset by an
increase in severance costs of $9.5 million .
25
--------------------------------------------------------------------------------
Newsprint and Ink Expense-Newsprint and ink expense decreased 33.4%, or $5.4
million , in the three months ended March 29, 2020 . This decrease was due
primarily to a decrease in the average cost per ton of newsprint and a decrease
in volume.
Outside Services Expense-Outside services expense decreased 10.5%, or $8.8
million , in the three months ended March 29, 2020 . This decrease was due
primarily to a reduction of $3.8 million in third party delivery expense, a
decrease of $3.4 million in professional services expense, and a reduction of
$0.9 million in circulation and distribution expenses.
Other Operating Expenses-Other expenses include occupancy costs, promotion and
marketing costs, affiliate fees and other miscellaneous expenses, including
gains on fixed asset sales. These expenses decreased 16.1%, or $6.8 million , in
the three months ended March 29, 2020 , due primarily to the $5.2 million gain
recognized related to the sale of property in Virginia .
Depreciation and Amortization Expense-Depreciation and amortization expense
decreased 21.6%, or $2.6 million , primarily due to decreased depreciation
related to asset retirements in previous periods.
Impairment Expense-In the first quarter of 2020, the Company recorded a non-cash
impairment charge of $51.0 million with $41.4 million related to long-lived
assets, $7.1 million related to mastheads, and $2.5 million related to goodwill.
Long-lived asset impairments include $7.0 million related to abandoned lease
space. See the notes to the consolidated financial statements for additional
information on these impairments.
Loss on Equity Investments, Net-Loss on equity investments, net decreased $0.5
million primarily due to impairments of certain investments of the Company in
the prior year.
Income Tax Benefit-Income tax benefit increased $14.8 million for the three
months ended March 29, 2020 over the prior year period. For the three months
ended March 29, 2020 , the Company recorded an income tax benefit of $17.7
million . The adoption of ASU 2019-12 resulted in the Company recording an
additional interim tax benefit of $8.8 million for the three months ended
March 29, 2020 , due to the elimination of the rule that limited the interim
period tax benefit. Additionally, the current period includes a $0.8 million
benefit from the CARES Act relating to the carryback of a loss to a period with
a higher tax rate. The effective tax rate on pretax income was 28.7% in the
three months ended March 29, 2020 . This rate differs from the U.S. federal
statutory rate of 21% primarily due to state income taxes, net of federal
benefit, noncontrolling interest, tax expense related to vesting of stock
compensation, goodwill impairment and other non-deductible expenses.
For the three months ended March 31, 2019 , the Company recorded an income tax
benefit of $2.9 million . The effective tax rate on pretax income was 37.9% in
the three months ended March 31, 2019 . The rate differs from the U.S. federal
statutory rate of 21% primarily due to state income taxes, net of federal
benefit and non-deductible expenses.
NON-GAAP MEASURES
Adjusted EBITDA-The Company defines Adjusted EBITDA as income (loss) from
operations before equity in earnings of unconsolidated affiliates, income taxes,
loss on early debt extinguishment, interest income (expense), other (expense)
income, realized gain (loss) on investments, reorganization items, depreciation
and amortization, net income attributable to noncontrolling interest, and other
items that the Company does not consider in the evaluation of ongoing operating
performance. These items include stock-based compensation expense, restructuring
charges, impairment,
26
--------------------------------------------------------------------------------transaction expenses, certain other charges and gains that the Company does not believe reflects the underlying business performance.
Three months ended
(in thousands) March 29, 2020 March 31, 2019 % Change
Net loss $ (44,006) $ (4,714) *
Income tax benefit from operations (17,682) (2,882) *
Interest income (expense), net 30 (220) *
Loss on equity investments, net - 487 *
Other income, net (387) (73) *
Loss from operations (62,045) (7,402) *
Depreciation and amortization 9,473 12,084 (21.6 %)
Impairment 51,049 - *
Restructuring and transaction costs (1) 13,221 10,870 21.6 %
Stock based compensation 1,592 5,737 (72.3 %)
Adjusted EBITDA from operations $
13,290
* Represents positive or negative change in excess of 100% (1) - Restructuring and transaction costs include costs related to Tribune's internal restructuring, such as severance, charges associated with vacated space and costs related to completed and potential acquisitions. Adjusted EBITDA is a financial measure that is not calculated in accordance withU.S. GAAP. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, stock-based compensation, and gain/loss on equity investments) and (ii) expenses that are not reflective of the Company's core operating results over time (such as restructuring costs, including the employee voluntary separation program and gain/losses on employee benefit plan terminations, litigation or dispute settlement charges or gains, premiums on stock buyback, impairment, and transaction-related costs), this measure provides investors with additional useful information to measure the Company's financial performance, particularly with respect to changes in performance from period to period. The Company's management uses Adjusted EBITDA (a) as a measure of operating performance; (b) for planning and forecasting in future periods; and (c) in communications with the Company's Board of Directors concerning the Company's financial performance. In addition, Adjusted EBITDA, or a similarly calculated measure, has been used as the basis for certain financial maintenance covenants that the Company was subject to in connection with certain credit facilities. Since not all companies use identical calculations, the Company's presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and should not be used by investors as a substitute or alternative to net income or any measure of financial performance calculated and presented in accordance withU.S. GAAP. Instead, management believes Adjusted EBITDA should be used to supplement the Company's financial measures derived in accordance withU.S. GAAP to provide a more complete understanding of the trends affecting the business. Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for, or more meaningful than, amounts determined in accordance withU.S. GAAP. Some of the limitations to using non-GAAP measures as an analytical tool are: •they do not reflect the Company's interest income and expense, or the requirements necessary to service interest or principal payments on the Company's debt; •they do not reflect future requirements for capital expenditures or contractual commitments; and •although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and non-GAAP measures do not reflect any cash requirements for such replacements. 27 -------------------------------------------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES The Company expects to fund capital expenditures and potential pension contributions in 2020 and other operating requirements through a combination of existing cash balances and cash flows from operations and investments. The Company believes that its working capital and future cash from operations discussed below will provide adequate resources to fund its operating and financing needs for the foreseeable future. However, as discussed above under the COVID-19 Update section and in Item 1A Risk Factors, the Company's financial and operating performance remains subject to prevailing economic and industry conditions and to financial, business and other factors, some of which are beyond the control of the Company. Tribune's liquidity could be negatively impacted if these conditions continue for a significant period of time and the Company may be required to pursue additional sources of financing to obtain working capital, maintain appropriate inventory levels and to meet our financial obligations. Capital and credit markets have been disrupted by the crisis and our ability to obtain any required financing is not guaranteed and largely dependent upon evolving market conditions and other factors. Depending on the continued impact of the crisis, further actions may be required to improve the Company's cash position and capital structure. Despite the Company's current liquidity position, no assurances can be made that cash flows from operations and investments, or dispositions of assets or operations will be sufficient to satisfy the Company's future liquidity needs. The Company's access to, and the availability of, financing in the future will be impacted by many factors, including its credit rating, the liquidity of the overall capital markets and the current state of the economy. Additionally, There can be no assurances that the Company will have access to capital markets on acceptable terms. Sources and Uses The table below details the total operating, investing and financing activity cash flows from operations (in thousands):
Three months ended
March 29, 2020 March 31, 2019
Net cash provided by (used for) operating activities $ (2,782) $ 4,744
Net cash used for investing activities 5,484 (4,061)
Net cash used for financing activities (14,874) (37)
Increase (decrease) in cash $ (12,172) $ 646
Cash flow generated from operating activities is Tribune's primary source of liquidity. Cash used for operating activities for the three months endedMarch 29, 2020 , totaled$2.8 million compared to cash provided by operating activities of$4.7 million for the three months endedMarch 31, 2019 . The increase in cash used for operating activities was primarily driven by a decrease in operating results of$6.1 million (defined as net loss adjusted for non-working capital items), with an increase in cash used for working capital of$1.5 million relating to decreases in accounts receivable collections partially offset by timing of newsprint payments. Net cash provided by investing activities from operations totaled$5.5 million in the three months endedMarch 29, 2020 , primarily due to the net proceeds of$9.0 million related to the sale of real property inNorfolk, Virginia , partially offset by$3.5 million used for capital expenditures. In the three months endedMarch 31, 2019 , net cash used in investing activities totaled$4.1 million , primarily due to$3.9 million used for capital expenditures. Net cash used for financing activities totaled$14.9 million for the three months endedMarch 29, 2020 , primarily due to payment of a cash dividend of$9.1 million to the Company's common stockholders onMarch 16, 2020 and a payment of$5.2 million in dividends paid to the noncontrolling interest in the first quarter of 2020. There were no material financing activities for the three months endedMarch 31, 2019 . Dividends OnFebruary 19, 2020 , the Board of Directors declared a cash dividend of$0.25 per share of common stock outstanding. The cash dividend of$9.1 million was paid onMarch 16, 2020 to shareholders of record as ofMarch 2, 2020 . Additionally, the Company accrued dividend equivalents of$0.2 million for RSUs outstanding as of the record date. 28 -------------------------------------------------------------------------------- InMarch 2020 , BestReviews declared dividends of$13.0 million to its stockholders. The Company's portion of these dividends was$7.8 million and the noncontrolling interest's portion was$5.2 million . See Note 11 to the Consolidated Financial Statements for additional information on the dividend to the noncontrolling interest. OnMay 8, 2020 , the Board of Directors of the Company suspended the Company's quarterly cash dividend program until further notice given the unprecedented economic disruption caused by COVID-19. This action along with many other operational actions taken at the Company will help preserve liquidity. The Board of Directors will continue to monitor liquidity needs and capital allocation in the future. Multiemployer pension During 2020 the Company is required to make$8.1 million in payments to the Teamsters Local Union No. 727Pension Fund (the "Teamsters Fund ") under the amended rehabilitation plan. During the three months endedMarch 29, 2020 the Company has paid$0.7 million of the payments required. The Company expects to contribute an additional$7.4 million during the remainder of 2020. The Company's funding obligations under multiemployer plans are be subject to change based on a number of factors, including the outcome of collective bargaining with the unions, actual returns on plan assets as compared to assumed returns, actions taken by trusteeswho manage the plan, changes in the number of plan participants, changes in the rate used for discounting future benefit obligations, as well as changes in legislation or regulations impacting funding and payment obligations. These payments are expensed as the payments become due. Employee Reductions During the three months endedMarch 29, 2020 , the Company implemented reductions in staffing levels in its operations of 276 positions for which the Company recorded pretax charges related to these reductions totaling$16.8 million . These reductions include 191 positions related to the voluntary severance incentive plan initiated in the first quarter of 2020. The related salary continuation payments began during the first quarter of 2020 and the final payment is expected to be made in the second quarter of 2021. Other Changes OnJuly 23, 2019 , the Company entered into an agreement to sell real property located inNorfolk, Virginia for a cash sales price of$9.5 million . The sale closed onJanuary 22, 2020 . The Company received net proceeds of$9.0 million and recorded a pre-tax gain of$5.2 million related to the sale. NEW ACCOUNTING STANDARDS See Note 1 in the Consolidated Financial Statements for a description of new accounting standards issued and/or adopted in the three months endedMarch 29, 2020 . Item 3. Quantitative and Qualitative Disclosures About Market Risk As ofMarch 29, 2020 , there had been no material changes in the Company's exposure to market risk from the disclosure included in the 2019 Annual Report. Item 4. Controls and Procedures The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Interim Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934), as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Interim 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. 29
--------------------------------------------------------------------------------
Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter endedMarch 29, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.. We have not experienced any material change in our internal controls over financial reporting despite most of our employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
© Edgar Online, source
