Washington, D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ________________
Commission File Number 0-16914
(Exact name of registrant as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization) |
31-1223339 (I.R.S. Employer Identification Number) |
312 Walnut Street Cincinnati, Ohio (Address of principal executive offices) |
45202 (Zip Code) |
Registrants telephone number, including area code: (513) 977-3000
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and 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 x No o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. As of July 31, 2002 there were 61,319,717 of the Registrants Class A Common Shares outstanding and 18,616,913 of the Registrants Common Voting Shares outstanding.
INDEX TO THE E. W. SCRIPPS COMPANY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2002
Item No. | Page | ||
PART I | FINANCIAL INFORMATION | ||
1 | Financial Statements | 3 | |
2 |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
3 | |
3 | Quantitative and Qualitative Disclosures About Market Risk | 3 | |
PART II | OTHER INFORMATION | ||
1 | Legal Proceedings | 3 | |
2 | Changes in Securities | 3 | |
3 | Defaults Upon Senior Securities | 3 | |
4 | Submission of Matters to a Vote of Security Holders | 4 | |
5 | Other Information | 4 | |
6 | Exhibits and Reports on Form 8-K | 5 | |
PART I
ITEM 1. FINANCIAL STATEMENTS
The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is filed as part of this Form 10-Q. See Index to Financial Information at page F-1 of this Form 10-Q.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in litigation arising in the ordinary course of business, such as defamation actions and various governmental and administrative proceedings relating to renewal of broadcast licenses, none of which is expected to result in material loss.
ITEM 2. CHANGES IN SECURITIES
There were no changes in the rights of security holders during the quarter for which this report is filed.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the quarter for which this report is filed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following table presents information on matters submitted to a vote of security holders at the 2002 Annual Meeting of Shareholders.
Description of Matters Submitted | In Favor | Against | Abstain | Broker Non-Votes |
|||||||||
|
|
|
|
|
|||||||||
Class A Common Shares: | |||||||||||||
Election of Directors: | |||||||||||||
Nicholas B. Paumgarten | 54,852,511 | 899,827 | |||||||||||
Ronald W. Tysoe | 55,372,320 | 380,018 | |||||||||||
Julie A. Wrigley | 55,366,557 | 385,781 | |||||||||||
Common Voting Shares: | |||||||||||||
Election of Directors: | |||||||||||||
William R. Burleigh | 18,960,813 | ||||||||||||
John H. Burlingame | 18,960,813 | ||||||||||||
Kenneth W. Lowe | 18,960,813 | ||||||||||||
Lee Masters | 18,960,813 | ||||||||||||
Nackey E. Scagliotti | 18,960,813 | ||||||||||||
Charles E. Scripps | 18,960,813 | ||||||||||||
Edward W. Scripps | 18,960,813 | ||||||||||||
Paul K. Scripps | 18,960,813 | ||||||||||||
Amend the 1997 Long-Term Incentive Plan | 18,960,813 |
ITEM 5. OTHER INFORMATION
None.
4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
The information required by this item is filed as part of this Form 10-Q. See Index to Exhibits at page E-1 of this Form 10-Q.
Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE E. W. SCRIPPS COMPANY | |||
Dated: August 12, 2002 | By: | /s/ Joseph G. NeCastro | |
Joseph G. NeCastro Senior Vice President and Chief Financial Officer |
THE E. W. SCRIPPS COMPANY
Index to Financial Information
Item | Page |
Consolidated Balance Sheets | F-2 |
Consolidated Statements of Income | F-4 |
Consolidated Statements of Cash Flows | F-5 |
Consolidated Statements of Comprehensive Income and Stockholders Equity | F-6 |
Condensed Notes to Consolidated Financial Statements | F-7 |
Managements Discussion and Analysis of Financial Condition and Results of Operations | |
Forward-Looking Statements | F-16 |
Results of Operations | F-16 |
Newspapers | F-19 |
Scripps Networks | F-20 |
Broadcast Television | F-22 |
Liquidity and Capital Resources | F-23 |
Market Risk | F-24 |
( in thousands) | June 30, 2002 |
As of December 31, 2001 |
June 30, 2001 |
|||||||
(Unaudited) | (Unaudited) | |||||||||
ASSETS |
||||||||||
Current Assets: | ||||||||||
Cash and cash equivalents | $ | 18,004 | $ | 17,419 | $ | 16,519 | ||||
Accounts and notes receivable (less allowances - $18,772, $13,964, $13,618) |
233,965 | 236,311 | 250,845 | |||||||
Program rights and production costs | 124,429 | 120,715 | 108,561 | |||||||
Inventories | 6,955 | 7,345 | 9,350 | |||||||
Deferred income taxes | 34,795 | 30,850 | 29,967 | |||||||
Miscellaneous | 35,918 | 38,018 | 36,035 | |||||||
Total current assets | 454,066 | 450,658 | 451,277 | |||||||
Investments | 257,248 | 331,542 | 403,088 | |||||||
Property, Plant and Equipment | 403,735 | 394,677 | 383,480 | |||||||
Goodwill | 1,143,467 | 1,138,232 | 1,151,351 | |||||||
Other Assets: | ||||||||||
Program rights and production costs (less current portion) | 119,497 | 122,620 | 99,185 | |||||||
Network distribution contracts | 161,826 | 124,639 | 66,701 | |||||||
Other intangible assets | 63,292 | 64,959 | 68,224 | |||||||
Miscellaneous | 12,711 | 16,433 | 17,278 | |||||||
Total other assets | 357,326 | 328,651 | 251,388 | |||||||
TOTAL ASSETS | $ | 2,615,842 | $ | 2,643,760 | $ | 2,640,584 | ||||
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data) | June 30, 2002 |
As of December 31, 2001 |
June 30, 2001 |
|||||||
(Unaudited) | (Unaudited) | |||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||
Current Liabilities: | ||||||||||
Current portion of long-term debt | $ | 554,902 | $ | 613,878 | $ | 202,758 | ||||
Accounts payable | 59,291 | 81,690 | 62,902 | |||||||
Customer deposits and unearned revenue | 28,618 | 29,381 | 35,158 | |||||||
Accrued liabilities: | ||||||||||
Employee compensation and benefits | 42,005 | 44,792 | 36,488 | |||||||
Network distribution contracts | 37,786 | 61,624 | 54,779 | |||||||
Miscellaneous | 68,391 | 74,146 | 83,118 | |||||||
Total current liabilities | 790,993 | 905,511 | 475,203 | |||||||
Deferred Income Taxes | 141,516 | 146,989 | 161,987 | |||||||
Long-Term Debt (less current portion) | 113,996 | 109,966 | 508,555 | |||||||
Other Long-Term Obligations and Minority Interests (less current portion) |
135,910 | 129,394 | 129,470 | |||||||
Stockholders Equity: | ||||||||||
Preferred stock, $.01 par - authorized: 25,000,000 shares; none outstanding |
||||||||||
Common stock, $.01 par: | ||||||||||
Class A - authorized: 120,000,000 shares; issued and outstanding: 60,810,692; 60,103,746; and 60,203,383 shares |
608 | 601 | 602 | |||||||
Voting - authorized: 30,000,000 shares; issued and outstanding: 19,096,913 shares |
191 | 191 | 191 | |||||||
Total | 799 | 792 | 793 | |||||||
Additional paid-in capital | 211,664 | 174,485 | 183,435 | |||||||
Retained earnings | 1,226,549 | 1,183,595 | 1,175,191 | |||||||
Unrealized gains on securities available for sale | 1,715 | 5,067 | 17,950 | |||||||
Foreign currency translation adjustment | 5 | (554 | ) | (58 | ) | |||||
Unvested restricted stock awards | (7,305 | ) | (11,485 | ) | (11,942 | ) | ||||
Total stockholders equity | 1,433,427 | 1,351,900 | 1,365,369 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ | 2,615,842 | $ | 2,643,760 | $ | 2,640,584 | ||||
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME ( UNAUDITED )
( in thousands, except per share data ) | Three months ended June 30, |
Six months ended June 30, |
|||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||
Operating Revenues: | |||||||||||||
Advertising | $ | 296,386 | $ | 284,451 | $ | 560,182 | $ | 557,224 | |||||
Circulation | 34,396 | 34,058 | 69,819 | 70,240 | |||||||||
Affiliate fees | 20,348 | 14,290 | 38,508 | 28,748 | |||||||||
Licensing | 18,068 | 17,251 | 34,266 | 35,251 | |||||||||
Share of joint operating agency profits | 19,498 | 7,727 | 34,595 | 16,784 | |||||||||
Other | 11,237 | 10,631 | 22,345 | 22,241 | |||||||||
Total operating revenues | 399,933 | 368,408 | 759,715 | 730,488 | |||||||||
Operating Expenses: | |||||||||||||
Employee compensation and benefits | 123,160 | 118,087 | 244,983 | 236,842 | |||||||||
Newsprint and ink | 16,210 | 22,383 | 34,119 | 48,624 | |||||||||
Amortization of program rights and production costs | 38,964 | 33,694 | 75,832 | 65,789 | |||||||||
Other operating expenses | 96,234 | 93,196 | 183,117 | 192,171 | |||||||||
Depreciation | 14,458 | 13,595 | 27,317 | 27,952 | |||||||||
Amortization of goodwill and other intangible assets | 970 | 11,122 | 1,994 | 21,530 | |||||||||
Total operating expenses | 289,996 | 292,077 | 567,362 | 592,908 | |||||||||
Operating Income | 109,937 | 76,331 | 192,353 | 137,580 | |||||||||
Other Credits (Charges): | |||||||||||||
Interest expense | (6,629 | ) | (10,859 | ) | (13,221 | ) | (23,320 | ) | |||||
Investment results, net of expenses | (65,551 | ) | 2,957 | (73,939 | ) | 61,742 | |||||||
Miscellaneous, net | (764 | ) | 480 | (618 | ) | 833 | |||||||
Net other credits (charges) | (72,944 | ) | (7,422 | ) | (87,778 | ) | 39,255 | ||||||
Income Before Taxes and Minority Interests | 36,993 | 68,909 | 104,575 | 176,835 | |||||||||
Provision for Income Taxes | 9,085 | 28,584 | 35,953 | 69,226 | |||||||||
Income Before Minority Interests | 27,908 | 40,325 | 68,622 | 107,609 | |||||||||
Minority Interests | 952 | 975 | 1,786 | 1,821 | |||||||||
Net Income | $ | 26,956 | $ | 39,350 | $ | 66,836 | $ | 105,788 | |||||
Net Income per Share of Common Stock: | |||||||||||||
Basic | $ | .34 | $ | .50 | $ | .84 | $ | 1.34 | |||||
Diluted | .33 | .49 | .83 | 1.32 | |||||||||
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS ( UNAUDITED )
( in thousands ) | Six months ended June 30, |
||||||
2002 | 2001 | ||||||
Cash Flows from Operating Activities: | |||||||
Net income | $ | 66,836 | $ | 105,788 | |||
Adjustments to reconcile net income | |||||||
to net cash flows from operating activities: | |||||||
Depreciation and amortization | 29,311 | 49,008 | |||||
Net investment results and other nonrecurring items | 39,376 | (43,717 | ) | ||||
Tax benefits of stock compensation plans | 12,931 | 7,050 | |||||
Cash received greater than share of profits of JOAs and equity method investments | 4,954 | 23,776 | |||||
Stock and deferred compensation plans | 8,410 | 2,813 | |||||
Minority interests in income of subsidiary companies | 1,786 | 1,821 | |||||
Deferred income taxes | 16,851 | 5,381 | |||||
Cash received for affiliate fees, net of launch incentive payments, greater (less) than affiliate fees revenue |
(63,133 | ) | 3,945 | ||||
Program cost amortization greater (less) than payments | (13,639 | ) | (17,024 | ) | |||
Other changes in certain working capital accounts, net | (7,410 | ) | (19,031 | ) | |||
Miscellaneous, net | 4,495 | 3,597 | |||||
Net operating activities | 100,768 | 123,407 | |||||
Cash Flows from Investing Activities: | |||||||
Additions to property, plant and equipment | (36,763 | ) | (29,095 | ) | |||
Purchase of subsidiary companies and long-term investments | (11,395 | ) | (23,923 | ) | |||
Investments in Denver JOA | (62,520 | ) | |||||
Sale of investments | 229 | 14,048 | |||||
Miscellaneous, net | 4,460 | 1,298 | |||||
Net investing activities | (43,469 | ) | (100,192 | ) | |||
Cash Flows from Financing Activities: | |||||||
Increase in long-term debt | 4,099 | 6,790 | |||||
Payments on long-term debt | (59,063 | ) | (10,103 | ) | |||
Dividends paid | (23,882 | ) | (23,735 | ) | |||
Dividends paid to minority interests | (783 | ) | (784 | ) | |||
Repurchase Class A Common shares | (1,988 | ) | |||||
Miscellaneous, net (primarily employee stock options) | 22,915 | 9,012 | |||||
Net financing activities | (56,714 | ) | (20,808 | ) | |||
Increase in Cash and Cash Equivalents | 585 | 2,407 | |||||
Cash and Cash Equivalents: | |||||||
Beginning of year | 17,419 | 14,112 | |||||
End of period | $ | 18,004 | $ | 16,519 | |||
Supplemental Cash Flow Disclosures: | |||||||
Interest paid, excluding amounts capitalized | $ | 13,639 | $ | 22,966 | |||
Income taxes paid | 33,081 | 19,989 | |||||
Denver newspaper assets contributed to JOA | 162,227 | ||||||
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
AND STOCKHOLDERS EQUITY ( UNAUDITED )
( in thousands, except share data ) | Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income |
Unvested Restricted Stock Awards |
Total Stockholders Equity |
Comprehensive Income for the Three Months Ended June 30 |
|||||||||||||||
As of December 31, 2000 | $ | 787 | $ | 157,394 | $ | 1,093,138 | $ | 32,238 | $ | (5,747 | ) | $ | 1,277,810 | |||||||||
Comprehensive income: | ||||||||||||||||||||||
Net income | 105,788 | 105,788 | $ | 39,350 | ||||||||||||||||||
Unrealized gains, net of tax of $19,655 and $14,213 | 36,523 | 36,523 | 26,313 | |||||||||||||||||||
Adjustment for losses (gains) in income, net of tax of ($27,165) and ($4,084) |
(50,450 | ) | (50,450 | ) | (7,584 | ) | ||||||||||||||||
Increase (decrease) in unrealized gains | (13,927 | ) | (13,927 | ) | 18,729 | |||||||||||||||||
Currency translation | (419 | ) | (419 | ) | 163 | |||||||||||||||||
Total | 105,788 | (14,346 | ) | 91,442 | $ | 58,242 | ||||||||||||||||
Dividends: declared and paid - $.30 per share | (23,735 | ) | (23,735 | ) | ||||||||||||||||||
Repurchase 35,200 Class A Common Shares | (1,988 | ) | (1,988 | ) | ||||||||||||||||||
Compensation plans, net: 706,660 shares issued; 108,505 shares repurchased; 1,400 shares forfeited |
6 | 20,979 | (6,195 | ) | 14,790 | |||||||||||||||||
Tax benefits of compensation plans | 7,050 | 7,050 | ||||||||||||||||||||
As of June 30, 2001 | $ | 793 | $ | 183,435 | $ | 1,175,191 | $ | 17,892 | $ | (11,942 | ) | $ | 1,365,369 | |||||||||
As of December 31, 2001 | $ | 792 | $ | 174,485 | $ | 1,183,595 | $ | 4,513 | $ | (11,485 | ) | $ | 1,351,900 | |||||||||
Comprehensive income: | ||||||||||||||||||||||
Net income | 66,836 | 66,836 | $ | 26,956 | ||||||||||||||||||
Unrealized gains (losses), net of tax of ($1,789) and $4,881 |
(3,288 | ) | (3,288 | ) | 9,099 | |||||||||||||||||
Adjustment for losses (gains) in income,net of tax of ($35) and ($2) |
(64 | ) | (64 | ) | (3 | ) | ||||||||||||||||
Increase (decrease) in unrealized gains (losses) | (3,352 | ) | (3,352 | ) | 9,096 | |||||||||||||||||
Currency translation, net of tax of $45 | 559 | 559 | 452 | |||||||||||||||||||
Total | 66,836 | (2,793 | ) | 64,043 | $ | 36,504 | ||||||||||||||||
Dividends: declared and paid - $.30 per share | (23,882 | ) | (23,882 | ) | ||||||||||||||||||
Compensation plans, net: 744,166 shares issued; 37,020 shares repurchased; 200 shares forfeited |
7 | 24,248 | 4,180 | 28,435 | ||||||||||||||||||
Tax benefits of compensation plans | 12,931 | 12,931 | ||||||||||||||||||||
As of June 30, 2002 | $ | 799 | $ | 211,664 | $ | 1,226,549 | $ | 1,720 | $ | (7,305 | ) | $ | 1,433,427 | |||||||||
See notes to consolidated financial statements.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The information disclosed in the notes to consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2001, has not changed materially unless otherwise disclosed herein. Financial information as of December 31, 2001, included in these financial statements has been derived from the audited consolidated financial statements included in that report. In managements opinion all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.
Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year.
Use of Estimates - Preparation of the financial statements requires the use of estimates. The Companys financial statements include estimates for such items as self-insured risks and income taxes payable. The Company self-insures for employees medical and disability income benefits, workers compensation and general liability. The recorded liability for self-insured risks is calculated using actuarial methods and is not discounted. The recorded liability for self-insured risks totaled $20.9 million at June 30, 2002. Management does not believe it is likely that its estimates for self-insured risks will change materially in the near term.
The Company reached agreement with the Internal Revenue Service (IRS) to settle the audit of its 1992 through 1995 consolidated federal income tax returns in the second quarter of 2002. As a result, the Company reduced its estimated liability for prior year income taxes by $8.0 million. The Companys 1996 through 2000 consolidated federal income tax returns are currently under examination by the IRS. Management believes that adequate provision has been made for all open years.
Joint Operating Agencies - The joint operating agency (JOA) between the Companys Denver Rocky Mountain News (RMN) and MediaNews Group Inc.s Denver Post was approved by the U.S. Attorney General in January 2001. The 50-year agreement created a new entity called the Denver Newspaper Agency L.L.P., which is 50% owned by each partner. Both partners contributed certain assets used in the operations of their newspapers to the new entity. In addition, the Company paid $60 million to MediaNews Group Inc. The JOA commenced operations on January 22, 2001.
Net Income Per Share - The following table presents additional information about basic and diluted weighted-average shares outstanding:
( in thousands ) | Three months ended June 30, |
Six months ended June 30, |
|||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||
Basic weighted-average shares outstanding | 79,546 | 78,844 | 79,282 | 78,781 | |||||||||
Effect of dilutive securities: | |||||||||||||
Unvested restricted stock held by employees | 150 | 160 | 162 | 153 | |||||||||
Stock options held by employees and directors | 1,033 | 998 | 1,052 | 999 | |||||||||
Diluted weighted-average shares outstanding | 80,729 | 80,002 | 80,496 | 79,933 | |||||||||
F-7
Goodwill and Other Intangible Assets - The Company adopted Financial Accounting Standard (FAS) No. 142 Goodwill and Other Intangible Assets effective January 1, 2002. Recorded goodwill and intangible assets with indefinite lives are no longer amortized, but instead are tested for impairment at least annually. Other intangible assets are reviewed for impairment in accordance with FAS No. 144. The Company has determined that there was no impairment of goodwill or other intangible assets on the date of adoption of FAS No. 142.
If the non-amortization provisions of FAS No. 142 had been effective in 2001, reported results of operations would have been as follows:
( in thousands, except per share data ) | Three months ended June 30, 2001 |
Six months ended June 30, 2001 |
|||||||||||||||||
Net Income |
Basic EPS |
Diluted EPS |
Net Income |
Basic EPS |
Diluted EPS |
||||||||||||||
As reported | $ | 39,350 | $ | 0.50 | $ | 0.49 | $ | 105,788 | $ | 1.34 | $ | 1.32 | |||||||
Add back amortization of: | |||||||||||||||||||
Goodwill | 6,882 | .09 | .09 | 13,599 | .17 | .17 | |||||||||||||
FCC licenses | 117 | .00 | .00 | 235 | .00 | .00 | |||||||||||||
Network affiliation and other | 58 | .00 | .00 | 116 | .00 | .00 | |||||||||||||
As adjusted | $ | 46,407 | $ | 0.59 | $ | 0.58 | $ | 119,738 | $ | 1.52 | $ | 1.50 | |||||||
Reclassifications - For comparative purposes, certain 2001 amounts have been reclassified to conform to 2002 classifications.
F-8
2. ACQUISITIONS AND DIVESTITURES
Acquisitions
2002 - | In the first quarter the Company acquired an additional 1% interest in The Television Food Network (Food Network) for $5.2 million in cash, increasing the Companys residual interest in Food Network to 69%. | ||
2001 - | In the first quarter the Company acquired an additional 3% interest in Food Network for $14.4 million. In the fourth quarter the Company acquired an additional 1% interest in Food Network for $5.0 million. |
The acquisitions have been accounted for as purchases.
3. UNUSUAL CREDITS AND CHARGES
2002 - | Net investment results decreased net income $42.6 million ($.53 per share) in the quarter and $48.0 million ($.60 per share) year-to-date. Included in net investment results for the quarter were
$61.8 million in write-downs for several investments, including a $35.1 million write-down of the Companys investment in AOL Time Warner (AOL) and $3.6 million of costs associated with winding down the Companys venture
capital funds. Year-to-date write-downs totaled $69.0 million. The reduction in the estimated liability for prior year income taxes increased net income by $8.0 million ($.10 per share) in the quarter and year-to-date periods. The combined effect of the above items was to decrease second quarter 2002 net income by $34.6 million ($.43 per share) and to decrease year-to-date 2002 net income by $40.0 million ($.50 per share). | ||
2001 - | Net investment results increased net income $1.9 million ($.02 per share) in the quarter and $40.5 million ($.51 per share) year-to-date. Included in net investment results for the quarter were
i) a gain of $11.7 million on the sale of a portion of the Companys investment in Centra Software, ii) $4.9 million in write-downs for several investments, and iii) a $3.1 million increase in accrued incentive compensation, to $3.1
million at June 30, 2001. Year-to-date realized gains totaled $77.7 million, including $65.9 million on the exchange of the Companys investment in Time Warner for America Online, which acquired Time Warner, in January 2001.
Write-downs totaled $22.6 million in the year-to-date period, while accrued incentive compensation decreased $8.4 million. Costs associated with workforce reductions, including the Companys share of such costs at the Denver JOA, reduced operating income $11.2 million in the second quarter and year-to-date periods. Net income was reduced $7.1 million ($.09 per share). The combined effect of the above items was to reduce second quarter 2001 net income $5.1 million ($.07 per share) and to increase 2001 year-to-date net income $33.4 million ($.42 per share). |
F-9
4. LONG-TERM DEBT
Long-term debt consisted of the following:
( in thousands ) | June 30, 2002 |
As of December 31, 2001 |
June 30, 2001 |
|||||||
Variable rate credit facilities | $ | 454,829 | $ | 513,855 | $ | 502,718 | ||||
$100 million, 6.375% note, due in 2002 | 99,993 | 99,983 | 99,973 | |||||||
$100 million, 6.625% note, due in 2007 | 99,923 | 99,916 | 99,908 | |||||||
Other notes | 14,153 | 10,090 | 8,714 | |||||||
Total long-term debt | 668,898 | 723,844 | 711,313 | |||||||
Current portion of long-term debt | 554,902 | 613,878 | 202,758 | |||||||
Long-term debt (less current portion) | $ | 113,996 | $ | 109,966 | $ | 508,555 | ||||
The Company has two Competitive Advance and Revolving Credit Facilities (the Revolver) and a commercial paper program that collectively permit aggregate borrowings up to $675 million (the Variable Rate Credit Facilities). The Revolver expires in September 2002. Borrowings under the Revolver are available on a committed revolving credit basis at the Companys choice of three short-term rates or through an auction procedure at the time of each borrowing. The Revolver is primarily used as credit support for the commercial paper program in lieu of direct borrowings under the Revolver. The weighted-average interest rates on the Variable Rate Credit Facilities were 1.8% at June 30, 2002, 2.0% at December 31, 2001, and 4.1 % at June 30, 2001.
In July 2002 the Company issued $200 million of 5.75% notes due in 2012. The proceeds from the note issuance will be used to repay the $100 million in notes due in October 2002 and to reduce the Companys commercial paper borrowings.
The Revolver is expected to be replaced with a similar facility prior to expiration.
F-10
5. INVESTMENTS
Investments consisted of the following:
( in thousands, except share data ) | June 30, 2002 |
As of December 31, 2001 |
June 30, 2001 |
|||||||
Securities available for sale (at market value): | ||||||||||
AOL Time Warner (2,017,000 common shares) | $ | 29,667 | $ | 64,740 | $ | 106,891 | ||||
Centra Software (700,500 common shares) | 1,303 | 5,604 | 11,901 | |||||||
Other | 3,731 | 4,213 | 4,601 | |||||||
Total available-for-sale securities | 34,701 | 74,557 | 123,393 | |||||||
Denver newspaper JOA | 192,496 | 198,527 | 199,695 | |||||||
FOX SportSouth and other joint ventures | 6,422 | 6,744 | 8,787 | |||||||
Other equity investments | 23,629 | 51,714 | 71,213 | |||||||
Total investments | $ | 257,248 | $ | 331,542 | $ | 403,088 | ||||
Unrealized gains on securities available for sale | $ | 2,686 | $ | 7,793 | $ | 27,607 | ||||
Investments available for sale represent securities in publicly traded companies. Investments available for sale are recorded at fair value. Fair value is based upon the closing price of the security on the reporting date.
Other equity investments include securities that do not trade in public markets, so they do not have readily determinable fair values. Management estimates the fair value of these securities approximates their carrying value at June 30, 2002. However, many of the investees have not issued new equity in the past two years and there can be no assurance that the Company would realize the carrying value of these securities upon their sale.
During the second quarter of 2002, the Company ceased active management of Scripps Ventures Funds I and II (Scripps Ventures). Scripps Ventures invested approximately $100 million in new businesses focusing primarily on new media technology.
F-11
Financial information for the Companys business segments is as follows:
( in thousands ) | Three months ended June 30, |
Six months ended June 30, |
|||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||
OPERATING REVENUES | |||||||||||||
Newspapers | $ | 189,772 | $ | 181,902 | $ | 373,805 | $ | 371,450 | |||||
Scripps Networks | 110,967 | 93,537 | 199,668 | 175,855 | |||||||||
Broadcast television | 75,721 | 74,199 | 141,242 | 140,120 | |||||||||
Licensing and other media | 23,473 | 22,819 | 45,000 | 47,112 | |||||||||
Total | 399,933 | 372,457 | 759,715 | 734,537 | |||||||||
Unusual item | (4,049 | ) | (4,049 | ) | |||||||||
Per consolidated financial statements | $ | 399,933 | $ | 368,408 | $ | 759,715 | $ | 730,488 | |||||
EBITDA | |||||||||||||
Newspapers | $ | 70,620 | $ | 60,059 | $ | 134,333 | $ | 114,282 | |||||
Scripps Networks | 32,976 | 26,593 | 52,850 | 42,414 | |||||||||
Broadcast television | 24,810 | 25,255 | 40,777 | 41,342 | |||||||||
Licensing and other media | 4,657 | 3,902 | 8,744 | 8,641 | |||||||||
Corporate | (7,698 | ) | (4,048 | ) | (15,040 | ) | (8,904 | ) | |||||
Total | 125,365 | 111,761 | 221,664 | 197,775 | |||||||||
Unusual items | (10,713 | ) | (10,713 | ) | |||||||||
Per consolidated financial statements | $ | 125,365 | $ | 101,048 | $ | 221,664 | $ | 187,062 | |||||
DEPRECIATION | |||||||||||||
Newspapers | $ | 6,708 | $ | 6,085 | $ | 12,719 | $ | 13,230 | |||||
Scripps Networks | 2,384 | 1,958 | 4,288 | 3,843 | |||||||||
Broadcast television | 4,889 | 5,076 | 9,417 | 9,992 | |||||||||
Licensing and other media | 193 | 190 | 384 | 384 | |||||||||
Corporate | 284 | 223 | 509 | 440 | |||||||||
Total | 14,458 | 13,532 | 27,317 | 27,889 | |||||||||
Unusual items | 63 | 63 | |||||||||||
Per consolidated financial statements | $ | 14,458 | $ | 13,595 | $ | 27,317 | $ | 27,952 | |||||
AMORTIZATION OF INTANGIBLE ASSETS | |||||||||||||
Newspapers | $ | 169 | $ | 156 | $ | 337 | $ | 257 | |||||
Scripps Networks | 769 | 941 | 1,594 | 1,880 | |||||||||
Broadcast television | 32 | 25 | 63 | 27 | |||||||||
Total | 970 | 1,122 | 1,994 | 2,164 | |||||||||
Amortization of goodwill and intangible assets with indefinite lives |
9,589 | 18,955 | |||||||||||
Unusual items | 411 | 411 | |||||||||||
Per consolidated financial statements | $ | 970 | $ | 11,122 | $ | 1,994 | $ | 21,530 | |||||
OPERATING INCOME | |||||||||||||
Newspapers | $ | 63,743 | $ | 53,818 | $ | 121,277 | $ | 100,795 | |||||
Scripps Networks | 29,823 | 23,694 | 46,968 | 36,691 | |||||||||
Broadcast television | 19,889 | 20,154 | 31,297 | 31,323 | |||||||||
Licensing and other media | 4,464 | 3,712 | 8,360 | 8,257 | |||||||||
Corporate | (7,982 | ) | (4,271 | ) | (15,549 | ) | (9,344 | ) | |||||
Total | 109,937 | 97,107 | 192,353 | 167,722 | |||||||||
Amortization of goodwill and intangible assets with indefinite lives |
(9,589 | ) | (18,955 | ) | |||||||||
Unusual items | (11,187 | ) | (11,187 | ) | |||||||||
Per consolidated financial statements | $ | 109,937 | $ | 76,331 | $ | 192,353 | $ | 137,580 | |||||
F-12
( in thousands ) | Three months ended June 30, |
Six months ended June 30, |
|||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT | |||||||||||||
Newspapers | $ | 8,917 | $ | 5,375 | $ | 20,260 | $ | 15,763 | |||||
Scripps Networks | 4,144 | 3,650 | 5,918 | 5,289 | |||||||||
Broadcast television | 1,901 | 4,816 | 8,008 | 7,344 | |||||||||
Licensing and other media | 38 | 182 | 82 | 280 | |||||||||
Corporate | 385 | 356 | 2,495 | 419 | |||||||||
Per consolidated financial statements | $ | 15,385 | $ | 14,379 | $ | 36,763 | $ | 29,095 | |||||
BUSINESS ACQUISITIONS AND | |||||||||||||
OTHER ADDITIONS TO LONG-LIVED ASSETS | |||||||||||||
Newspapers | $ | 40 | $ | 382 | $ | 64 | $ | 64,650 | |||||
Scripps Networks | 27,281 | 9,299 | 50,232 | 27,850 | |||||||||
Broadcast television | 27 | 20 | 27 | ||||||||||
Venture capital and other investments | 2,002 | 3,161 | 6,071 | 7,372 | |||||||||
Total | $ | 29,323 | $ | 12,869 | $ | 56,387 | $ | 99,899 | |||||
ASSETS | |||||||||||||
Newspapers | $ | 1,269,005 | $ | 1,282,545 | |||||||||
Scripps Networks | 707,881 | 569,280 | |||||||||||
Broadcast television | 478,916 | 488,683 | |||||||||||
Licensing and other media | 23,047 | 33,760 | |||||||||||
Venture capital and other investments | 58,792 | 196,066 | |||||||||||
Corporate | 78,201 | 70,250 | |||||||||||
Per consolidated financial statements | $ | 2,615,842 | $ | 2,640,584 | |||||||||
Other additions to long-lived assets include investments and launch incentives capitalized. Corporate assets are primarily cash, cash equivalent and other short-term investments, and refundable and deferred income taxes.
7. STOCK COMPENSATION PLANS
The Companys Long-Term Incentive Plans (the Plans) provide for the award of incentive and nonqualified stock options with 10-year terms, stock appreciation rights, performance units and restricted and unresticted Class A Common Shares to key employees and directors. The Plans expire in 2007, except for awards then outstanding.
Stock options may be awarded to purchase Class A Common Shares at not less than 100% of the fair market value on the date the option is granted. Stock options vest over an incentive period, conditioned upon the individuals employment throughout that period. The following table presents information about stock options:
Six months ended June 30, 2002 | Six months ended June 30, 2001 | ||||||||||||||||||
Number of Shares |
Weighted Average Exercise Price |
Range of Exercise Prices |
Number of Shares |
Weighted Average Exercise Price |
Range of Exercise Prices |
||||||||||||||
Options granted during the period | 1,083,650 | $ | 75.26 | $ | 75 - 78 | 1,078,050 | $ | 64.22 | $ | 58 - 68 | |||||||||
Options exercised during the period |
719,838 | 29.49 | 15 - 67 | 525,126 | 27.50 | 11 - 56 | |||||||||||||
Options forfeited during the period | 47,898 | 48.72 | 35 - 64 | ||||||||||||||||
Options outstanding at end of period |
4,895,350 | 53.93 | 15 - 78 | 4,755,463 | 44.07 | 12 - 68 | |||||||||||||
Options exercisable at end of period |
2,897,843 | 43.50 | 15 - 68 | 2,839,618 | 35.14 | 12 - 56 | |||||||||||||
Weighted-average fair value of options granted |
$ | 22.18 | $ | 18.92 | |||||||||||||||
Assumptions used to determine fair value: |
|||||||||||||||||||
Dividend yield | 0.8 | % | 1.5 | % | |||||||||||||||
Expected volatility | 22.1 | % | 23.0 | % | |||||||||||||||
Risk-free rate of return | 4.5 | % | 5.5 | % | |||||||||||||||
Expected life of options | 7 years | 7 years |
Awards of Class A Common Shares vest over an incentive period conditioned upon the individuals employment throughout that period. During the vesting period shares issued are nontransferable, but the shares are entitled to all the rights of an outstanding share. Information related to awards of Class A Common shares is presented below:
Six months ended June 30, 2002 | Six months ended June 30, 2001 | ||||||||||||||||||
Number | Price at Award Dates | Number | Price at Award Dates | ||||||||||||||||
of Shares |
Weighted Average |
Range of Prices |
of Shares |
Weighted Average |
Range of Prices |
||||||||||||||
Shares awarded during the period | 4,500 | $ | 75.55 | $ | 75 - 77 | 161,820 | $ | 63.32 | $ | 57 - 67 | |||||||||
Shares vested during the period | 113,615 | 61.97 | 42 - 84 | 117,597 | 49.31 | 45 - 56 | |||||||||||||
Shares forfeited during the period | 200 | 47.25 | 47 - 47 | 1,400 | 45.40 | 45 - 47 | |||||||||||||
Unvested shares at end of period | 313,566 | 54.24 | 43 - 77 | 436,754 | 49.64 | 26 - 66 | |||||||||||||
The Company has adopted the disclosure-only provisions of FAS No. 123. Compensation expense is determined by the intrinsic value of the stock option or restricted stock award at the grant date, or on the vesting date for certain restricted stock awards which vest based upon the Companys stock price. Therefore, no compensation expense is recognized for stock options unless the terms of the options are modified subsequent to the grant date.
Compensation expense recognized in the Companys financial statements and pro forma net income assuming compensation expense had been determined based upon the fair value provisions of FAS No. 123 (determined using the Black-Scholes option pricing model) are as follows:
( in thousands ) | Three months ended June 30, |
Six months ended June 30, |
|||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||
COMPENSATION EXPENSE RECOGNIZED | |||||||||||||
Restricted stock awards | $ | 2,568 | $ | 1,377 | $ | 5,268 | $ | 2,401 | |||||
Stock options | 1,053 | 1,053 | |||||||||||
PRO FORMA RESULTS UNDER FAS NO. 123 | |||||||||||||
Net income as reported | $ | 26,956 | $ | 39,350 | $ | 66,836 | $ | 105,788 | |||||
Additional stock option expense, net of income tax effects | (3,673 | ) | (3,033 | ) | (6,456 | ) | (5,693 | ) | |||||
Pro forma net income | $ | 23,283 | $ | 36,317 | $ | 60,380 | $ | 100,095 | |||||
Pro forma net income per share of common stock: | |||||||||||||
Basic | $ | 0.29 | $ | 0.46 | $ | 0.76 | $ | 1.27 | |||||
Diluted | 0.29 | 0.45 | 0.75 | 1.25 | |||||||||
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company operates in three reportable segments: newspapers, cable television networks (referred to as Scripps Networks), and broadcast television.
This discussion and the information contained in the notes to the consolidated financial statements contain certain forward-looking statements that are based on managements current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Such risks, trends and uncertainties, which in most instances are beyond the Companys control, include changes in advertising demand and other economic conditions; consumers taste; newsprint prices; program costs; labor relations; technological developments; competitive pressures; interest rates; regulatory rulings; and reliance on third-party vendors for various products and services. The words believe, expect, anticipate, estimate, intend and similar expressions identify forward-looking statements. All forward-looking statements, which are as of the date of this filing, should be evaluated with the understanding of their inherent uncertainty.
Income from core operations represents net income as defined under generally accepted accounting principles (GAAP) excluding certain unusual items. These items are excluded because management believes the items are unlikely to recur or they otherwise impede analysis of the Companys on-going operations.
Management uses earnings before interest, income taxes, depreciation and amortization (EBITDA), along with operating income and other GAAP measures to evaluate the performance of the Companys operating segments. Management uses EBITDA to evaluate the performance of the Companys operating segments because:
EBITDA, combined with information on historical and planned capital spending, is a useful and reliable measure of year-over-year operating performance.
Banks and other lenders use EBITDA and other cash flow measures to evaluate the Companys ability to meet its debt service requirements and its other obligations.
Financial analysts and investors use EBITDA, combined with capital spending requirements, to estimate the value of communications media companies.
Income from core operations and EBITDA should not be construed as alternative measures of, but as supplemental information to, the Companys net income and cash flows from operating activities as defined under GAAP.
Acquisitions and divestitures can affect the comparability of year-over-year reported results. The accompanying tables include the results of operations for acquired operations from the dates of acquisition. Divested operating units are removed from segment operating results and reported separately because management believes they impede analysis of the Companys on-going operations.
See Note 2 to the Consolidated Financial Statements on page F-9 regarding acquisitions and divestitures.
The application for a 50-year Joint Operating Agency (JOA) between the Companys Denver Rocky Mountain News (RMN) and MediaNews Group Inc.s (MediaNews) Denver Post was approved in January 2001 by the U.S. Department of Justice. The JOA commenced operations on January 22, 2001. The RMN received a 50% interest in the JOA in exchange for the contribution of most of its assets to the JOA and the payment of $60 million to MediaNews.
The RMNs 50% share of the operating profit (loss) of the Denver JOA is reported as Share of Joint Operating Agency Profits in the financial statements. Editorial costs associated with the RMN are included in operating expenses. The financial statements do not include advertising and other revenue of the JOA, nor the costs to produce, distribute and market the newspapers, nor related depreciation. The RMN is reported separately in Managements Discussion and Analysis.
Consolidated results of operations were as follows:
( in thousands, except per share data ) | 2002 | Quarterly Period Change |
2001 | 2002 | Year-to-Date Change |
2001 | |||||||||||||
Operating revenues: | |||||||||||||||||||
Newspapers excluding RMN | $ | 181,547 | 0.2 | % | $ | 181,166 | $ | 360,324 | 0.1 | % | $ | 359,874 | |||||||
Rocky Mountain News | 8,225 | 736 | 13,481 | 11,576 | |||||||||||||||
Total newspapers | 189,772 | 4.3 | % | 181,902 | 373,805 | 0.6 | % | 371,450 | |||||||||||
Scripps Networks | 110,967 | 18.6 | % | 93,537 | 199,668 | 13.5 | % | 175,855 | |||||||||||
Broadcast television | 75,721 | 2.1 | % | 74,199 | 141,242 | 0.8 | % | 140,120 | |||||||||||
Licensing and other media | 23,473 | 2.9 | % | 22,819 | 45,000 | (4.5 | )% | 47,112 | |||||||||||
Revenues from core operations | $ | 399,933 | 7.4 | % | $ | 372,457 | $ | 759,715 | 3.4 | % | $ | 734,537 | |||||||
Operating income: | |||||||||||||||||||
Newspapers excluding RMN | $ | 61,018 | 4.7 | % | $ | 58,298 | $ | 118,544 | 5.3 | % | $ | 112,574 | |||||||
Rocky Mountain News | 2,725 | (4,480 | ) | 2,733 | (11,779 | ) | |||||||||||||
Total newspapers | 63,743 | 18.4 | % | 53,818 | 121,277 | 20.3 | % | 100,795 | |||||||||||
Scripps Networks | 29,823 | 25.9 | % | 23,694 | 46,968 | 28.0 | % | 36,691 | |||||||||||
Broadcast television | 19,889 | (1.3 | )% | 20,154 | 31,297 | (0.1 | )% | 31,323 | |||||||||||
Licensing and other media | 4,464 | 20.3 | % | 3,712 | 8,360 | 1.2 | % | 8,257 | |||||||||||
Corporate | (7,982 | ) | (4,271 | ) | (15,549 | ) | (9,344 | ) | |||||||||||
Operating income from core operations |
109,937 | 13.2 | % | 97,107 | 192,353 | 14.7 | % | 167,722 | |||||||||||
Interest expense | (6,629 | ) | (10,859 | ) | (13,221 | ) | (23,320 | ) | |||||||||||
Miscellaneous, net | (764 | ) | 480 | (618 | ) | 833 | |||||||||||||
Income taxes | (40,031 | ) | (34,198 | ) | (69,861 | ) | (57,052 | ) | |||||||||||
Minority interest | (952 | ) | (975 | ) | (1,786 | ) | (1,821 | ) | |||||||||||
Income from core operations | 61,561 | 19.4 | % | 51,555 | 106,867 | 23.7 | % | 86,362 | |||||||||||
Unusual credits (charges): | |||||||||||||||||||
Employee work force reduction | (11,187 | ) | (11,187 | ) | |||||||||||||||
Amortization of goodwill and intangible assets with indefinite lives |
(9,589 | ) | (18,955 | ) | |||||||||||||||
Investment results, net of expenses |
(65,551 | ) | 2,957 | (73,939 | ) | 61,742 | |||||||||||||
Tax effect of unusual credits (charges) |
22,946 | 5,614 | 25,908 | (12,174 | ) | ||||||||||||||
Prior year tax liability adjustments |
8,000 | 8,000 | |||||||||||||||||
Net income | $ | 26,956 | (31.5 | )% | $ | 39,350 | $ | 66,836 | (36.8 | )% | $ | 105,788 | |||||||
Per share of common stock: | |||||||||||||||||||
Income from core operations | $ | .76 | 18.8 | % | $ | .64 | $ | 1.33 | 23.1 | % | $ | 1.08 | |||||||
Unusual credits (charges): | |||||||||||||||||||
Employee work force reduction |
(.09 | ) | (.09 | ) | |||||||||||||||
Amortization of goodwill and intangible assets with indefinite lives |
(.09 | ) | (.17 | ) | |||||||||||||||
Net investment results | (.53 | ) | .02 | (.60 | ) | .51 | |||||||||||||
Prior year tax liability adjustments |
.10 | .10 | |||||||||||||||||
Net income | $ | .33 | (32.7 | )% | $ | .49 | $ | .83 | (37.1 | )% | $ | 1.32 | |||||||
Weighted-average shares outstanding |
80,729 | 80,002 | 80,496 | 79,933 | |||||||||||||||
See Note 1 Goodwill and Other Intangible Assets on page F-8 and Note 3 on page F-9 regarding items excluded from core operations.
All per share disclosures are on a diluted basis.
Other financial and statistical data, excluding unusual items, are as follows:
(in thousands) | 2002 | Quarterly Period Change |
2001 | 2002 | Year-to-Date Change |
2001 | |||||||||||||
Total advertising revenues | $ | 296,386 | 4.2% | $ | 284,451 | $ | 560,182 | 2.5% | $ | 546,445 | |||||||||
Advertising revenues as a percentage of total revenues |
75.7 | % | 76.5 | % | 75.1 | % | 75.6 | % | |||||||||||
EBITDA: | |||||||||||||||||||
Newspapers excluding RMN | $ | 67,769 | 5.2 | % | $ | 64,413 | $ | 131,355 | 5.1 | % | $ | 124,954 | |||||||
Rocky Mountain News | 2,851 | (4,354 | ) | 2,978 | (10,672 | ) | |||||||||||||
Total newspapers | 70,620 | 17.6 | % | 60,059 | 134,333 | 17.5 | % | 114,282 | |||||||||||
Scripps Networks | 32,976 | 24.0 | % | 26,593 | 52,850 | 24.6 | % | 42,414 | |||||||||||
Broadcast television | 24,810 | (1.8 | )% | 25,255 | 40,777 | (1.4 | )% | 41,342 | |||||||||||
Licensing and other media | 4,657 | 19.3 | % | 3,902 | 8,744 | 1.2 | % | 8,641 | |||||||||||
Corporate | (7,698 | ) | (4,048 | ) | (15,040 | ) | (8,904 | ) | |||||||||||
EBITDA from core operations | $ | 125,365 | 12.2 | % | $ | 111,761 | $ | 221,664 | 12.1 | % | $ | 197,775 | |||||||
Effective income tax rate for core operations |
39.0 | % | 39.4 | % | 39.1 | % | 39.3 | % | |||||||||||
Net cash provided by operating activities |
$ | 55,208 | $ | 47,992 | $ | 100,768 | $ | 123,407 | |||||||||||
Capital expenditures | (15,385 | ) | (14,379 | ) | (36,763 | ) | (29,095 | ) | |||||||||||
Business acquisitions and investments |
(2,042 | ) | (3,575 | ) | (11,395 | ) | (86,443 | ) | |||||||||||
Increase (decrease) in long- term debt |
(36,730 | ) | (34,848 | ) | (54,964 | ) | (3,313 | ) | |||||||||||
Dividends paid, including to minority interests |
(12,369 | ) | (12,274 | ) | (24,665 | ) | (24,519 | ) | |||||||||||
Purchase and retirement of common stock |
(1,988 | ) | |||||||||||||||||
Certain restricted stock awards issued in 2001 are earned based upon the market price of the Companys Class A Common Shares. The Company records expense related to these awards when the shares are earned. Corporate expense increased year-over-year in the first quarter when 20,000 shares were earned. An additional 20,000 shares were earned in April 2002. The remaining 20,000 shares under the award can be earned in 2003 if certain targets are met in 2003.
Corporate expenses in the second quarter of 2002 also include the accrual of performance bonuses, which were not earned in 2001.
Lower borrowing rates under short-term credit facilities led to lower period-over-period interest expense. Average daily borrowings under short-term credit facilities in the second quarter were $459 million in 2002 and $534 million in 2001. The weighted-average interest rate on such borrowings in the second quarter was 1.8% in 2002 and 4.5% in 2001. For the year-to-date period the weighted-average interest rate was 1.8% in 2002 and 5.2% in 2001.
The Company is currently rolling over short-term debt at an effective 90-day yield of 1.7%. The average balance of all interest bearing obligations for the first six months of the year was $724 million in 2002 and $770 million in 2001.
Interest capitalized in the year-to-date period was $0.3 million in 2002 and $0.4 million in 2001.
The Company adopted Financial Accounting Standard (FAS) No. 142 - Goodwill and Other Intangible Assets effective January 1, 2002. See Note 1 to the Consolidated Financial Statements. If FAS No. 142s provisions regarding not amortizing goodwill and intangible assets with indefinite lives had been effective in 2001, amortization of goodwill and other intangible assets would have been $9.6 million less, increasing earnings per share by $.09 in the second quarter. Year-to-date amortization would have been $19.0 million less, increasing earnings per share by $.17.
Operating results for each of the Companys reportable segments, excluding divested operating units and unusual items, are presented on the following pages.
F-18
NEWSPAPERS RMN operating results are presented separately as a single line item to enhance comparability of year-over-year Newspaper operating results. Excluding unusual items, operating results were as follows:
(in thousands) | 2002 | Quarterly Period Change |
2001 | 2002 | Year-to-Date Change |
2001 | |||||||||||||
Operating revenues: | |||||||||||||||||||
Local | $ | 44,798 | (2.2 | )% | $ | 45,814 | $ | 89,973 | (0.5 | )% | $ | 90,413 | |||||||
Classified | 55,612 | (1.1 | )% | 56,242 | 109,830 | (3.3 | )% | 113,552 | |||||||||||
National | 8,209 | (7.5 | )% | 8,871 | 16,065 | (2.1 | )% | 16,402 | |||||||||||
Preprint and other | 24,342 | 8.4 | % | 22,446 | 47,417 | 9.7 | % | 43,206 | |||||||||||
Newspaper advertising | 132,961 | (0.3 | )% | 133,373 | 263,285 | (0.1 | )% | 263,573 | |||||||||||
Circulation | 34,396 | 1.0 | % | 34,058 | 69,819 | 0.5 | % | 69,460 | |||||||||||
Share of joint operating agency profits |
11,351 | 2.7 | % | 11,051 | 21,193 | 1.3 | % | 20,927 | |||||||||||
Other | 2,839 | 5.8 | % | 2,684 | 6,027 | 1.9 | % | 5,914 | |||||||||||
Total operating revenues | 181,547 | 0.2 | % | 181,166 | 360,324 | 0.1 | % | 359,874 | |||||||||||
Expenses, excluding depreciation and amortization: |
|||||||||||||||||||
Editorial and newspaper content |
21,942 | 0.3 | % | 21,883 | 44,002 | 0.5 | % | 43,772 | |||||||||||
Newsprint and ink | 15,671 | (27.4 | )% | 21,582 | 33,160 | (24.6 | )% | 43,972 | |||||||||||
Other press and production | 17,944 | 4.0 | % | 17,249 | 35,387 | 2.9 | % | 34,389 | |||||||||||
Circulation and distribution | 16,397 | 2.8 | % | 15,948 | 32,773 | 3.1 | % | 31,784 | |||||||||||
Other advertising, internet and printing |
8,063 | 9.2 | % | 7,383 | 15,465 | 5.9 | % | 14,598 | |||||||||||
Advertising sales and marketing |
16,909 | 4.1 | % | 16,246 | 33,653 | 4.3 | % | 32,272 | |||||||||||
General and administrative | 16,732 | 5.9 | % | 15,801 | 34,268 | 4.8 | % | 32,702 | |||||||||||
Total | 113,658 | (2.1 | )% | 116,092 | 228,708 | (2.0 | )% | 233,489 | |||||||||||
EBITDA before equity-method investments |
67,889 | 4.3 | % | 65,074 | 131,616 | 4.1 | % | 126,385 | |||||||||||
Share of pre-tax earnings (losses)of equity-method investments |
(120 | ) | (661 | ) | (261 | ) | (1,431 | ) | |||||||||||
EBITDA | 67,769 | 5.2 | % | 64,413 | 131,355 | 5.1 | % | 124,954 | |||||||||||
Depreciation and amortization | 6,751 | 10.4 | % | 6,115 | 12,811 | 3.5 | % | 12,380 | |||||||||||
Operating income before RMN | 61,018 | 4.7 | % | 58,298 | 118,544 | 5.3 | % | 112,574 | |||||||||||
Rocky Mountain News | 2,725 | (4,480 | ) | 2,733 | (11,779 | ) | |||||||||||||
Operating income | $ | 63,743 | 18.4 | % | $ | 53,818 | $ | 121,277 | 20.3 | % | $ | 100,795 | |||||||
Other Financial and Statistical Data: |
|||||||||||||||||||
Percent of operating revenues: | |||||||||||||||||||
EBITDA | 37.3 | % | 35.6 | % | 36.5 | % | 34.7 | % | |||||||||||
Operating income | 33.6 | % | 32.2 | % | 32.9 | % | 31.3 | % | |||||||||||
Cash received greater than share of profits of JOAs and equity-method investments |
$ | 4,707 | $ | 13,754 | $ | 6,159 | $ | 22,843 | |||||||||||
Capital expenditures | 8,917 | 5,375 | 20,260 | 15,763 | |||||||||||||||
Business acquisitions and other additions to long-lived assets |
40 | 382 | 64 | 64,650 | |||||||||||||||
The demand for advertising improved in many of the Companys markets in the second quarter of 2002, although help wanted advertising volume remains below that of prior periods. Newspaper advertising revenues are expected to be flat year-over-year in the third quarter.
Newsprint and ink decreased in the quarter primarily due to a 30% decrease in year-over-year newsprint prices.
Second quarter and year-to-date results at the Denver newspaper were substantially improved over 2001 due to advertising and circulation rate increases and cost cutting measures implemented by the JOA, including the publication of combined weekend editions and a single classified advertising section distributed daily in both newspapers. The Company expects continued improvement in operating results in the Denver market, but expects the rate of improvement in year-over-year results will be lower than that of the first and second quarters.
F-19
SCRIPPS NETWORKS Operating results, excluding unusual items, were as follows:
(in thousands) | 2002 | Quarterly Period Change |
2001 | 2002 | Year-to-Date Change |
2001 | |||||||||||||
Operating revenues: | |||||||||||||||||||
Advertising | $ | 89,116 | 14.4 | % | $ | 77,920 | $ | 158,542 | 9.7 | % | $ | 144,519 | |||||||
Affiliate fees | 20,348 | 42.4 | % | 14,290 | 38,508 | 34.0 | % | 28,748 | |||||||||||
Other | 1,503 | 13.3 | % | 1,327 | 2,618 | 1.2 | % | 2,588 | |||||||||||
Total operating revenues | 110,967 | 18.6 | % | 93,537 | 199,668 | 13.5 | % | 175,855 | |||||||||||
Operating expenses, excluding depreciation and amortization: |
|||||||||||||||||||
Programming and production | 31,330 | 25.2 | % | 25,025 | 60,226 | 22.7 | % | 49,086 | |||||||||||
Operations and distribution | 7,801 | (15.9 | )% | 9,278 | 17,186 | (9.2 | )% | 18,917 | |||||||||||
Sales and marketing | 20,791 | (1.1 | )% | 21,012 | 36,741 | (7.2 | )% | 39,606 | |||||||||||
General and administrative | 19,194 | 47.4 | % | 13,021 | 34,590 | 24.1 | % | 27,864 | |||||||||||
Total | 79,116 | 15.8 | % | 68,336 | 148,743 | 9.8 | % | 135,473 | |||||||||||
EBITDA before equity-method investments |
31,851 | 26.4 | % | 25,201 | 50,925 | 26.1 | % | 40,382 | |||||||||||
Share of pre-tax earnings of equity-method investments |
1,125 | 1,392 | 1,925 | 2,032 | |||||||||||||||
EBITDA | 32,976 | 24.0 | % | 26,593 | 52,850 | 24.6 | % | 42,414 | |||||||||||
Depreciation and amortization | 3,153 | 8.8 | % | 2,899 | 5,882 | 2.8 | % | 5,723 | |||||||||||
Operating income | $ | 29,823 | 25.9 | % | $ | 23,694 | $ | 46,968 | 28.0 | % | $ | 36,691 | |||||||
Other Financial and Statistical Data: |
|||||||||||||||||||
Percent of operating revenues: | |||||||||||||||||||
EBITDA | 29.7 | % | 28.4 | % | 26.5 | % | 24.1 | % | |||||||||||
Operating income | 26.9 | % | 25.3 | % | 23.5 | % | 20.9 | % | |||||||||||
Payments for programming less (greater)than amounts recognized as expense |
$ | (3,827 | ) | $ | (7,117 | ) | $ | (13,825 | ) | $ | (18,388 | ) | |||||||
Cash received for affiliate fees, net of launch incentive payments, greater (less) than amounts recognized as affiliate fee revenue |
(39,325 | ) | (352 | ) | (63,133 | ) | 3,945 | ||||||||||||
Cash received greater (less) than share of earnings of equity- method investments |
(405 | ) | (612 | ) | (1,205 | ) | 909 | ||||||||||||
Capital expenditures | 4,144 | 3,650 | 5,918 | 5,289 | |||||||||||||||
Business acquisitions and investments |
5,240 | 14,429 | |||||||||||||||||
Other information: | |||||||||||||||||||
Program assets capitalized in the period |
36,755 | 22,110 | 71,647 | 60,834 | |||||||||||||||
Launch incentives capitalized in the period |
27,281 | 9,299 | 44,992 | 13,421 | |||||||||||||||
According to the Nielsen Homevideo Index, HGTV was distributed to 78.6 million homes in June 2002, up 8.1 million from June 2001 and 0.9 million in the quarter. Food Network was distributed to 75.3 million homes in June 2002, up 14.9 million from June 2001 and 1.5 million in the quarter.
Affiliate fee revenue increased 36% for HGTV and 7% for Food Network in the year-to-date period. The Company changed its estimate of the lives of certain network distribution contracts in the second quarter of 2002, increasing affiliate fee revenue by $1.7 million.
Programming and production expenses have increased as the Company improves the quality and variety of programming and expands the hours of original programming presented on its networks. Programming expense increased 16% for HGTV and 31% for Food Network in the year-to-date period.
Reduced marketing, advertising and promotional expenses led to the decrease in operations and distribution expense and sales and marketing expense. In the second quarter the Company increased its
allowance for uncollectible accounts receivable due to the bankruptcy of Adelphia Communications, reducing EBITDA by $2.5 million.
The Company launched DIY in the fourth quarter of 1999 and launched Fine Living, its fourth network, in March 2002. Start-up losses associated with DIY and Fine Living reduced EBITDA in the second quarter by $9.3 million in 2002 compared to $4.9 million in the second quarter of 2001. For the year-to-date period, start-up losses reduced EBITDA by $21.4 million in 2002 and $10.3 million in 2001. Full year start-up losses are currently projected to reduce EBITDA by approximately $30 million to $35 million in 2002.
Excluding the start-up expenses of the new networks, EBITDA increased 34% in the quarter and 41% year-to-date.
F-21
BROADCAST TELEVISION Operating results, excluding unusual items, were as follows:
( in thousands ) | 2002 | Quarterly Period Change |
2001 | 2002 | Year-to-Date Change |
2001 | |||||||||||||
Operating revenues: | |||||||||||||||||||
Local | $ | 44,900 | 3.0% | $ | 43,585 | $ | 85,100 | 3.1% | $ | 82,538 | |||||||||
National | 26,365 | 0.4% | 26,266 | 47,702 | (2.8) % | 49,069 | |||||||||||||
Political | 705 | 304 | 983 | 304 | |||||||||||||||
Network compensation | 1,968 | (20.8) % | 2,486 | 3,909 | (27.0) % | 5,354 | |||||||||||||
Other | 1,783 | 14.4% | 1,558 | 3,548 | 24.3% | 2,855 | |||||||||||||
Total operating revenues | 75,721 | 2.1% | 74,199 | 141,242 | 0.8% | 140,120 | |||||||||||||
Operating expenses, excluding depreciation and amortization: |
|||||||||||||||||||
Programming and station operations |
34,917 | 2.8% | 33,976 | 69,656 | 1.3% | 68,731 | |||||||||||||
Sales and marketing | 9,628 | 3.4% | 9,308 | 18,207 | 1.0% | 18,027 | |||||||||||||
General and administrative | 6,366 | 12.5% | 5,660 | 12,602 | 4.8% | 12,020 | |||||||||||||
Total | 50,911 | 4.0% | 48,944 | 100,465 | 1.7% | 98,778 | |||||||||||||
EBITDA | 24,810 | (1.8) % | 25,255 | 40,777 | (1.4) % | 41,342 | |||||||||||||
Depreciation and amortization |
4,921 | (3.5) % | 5,101 | 9,480 | (5.4) % | 10,019 | |||||||||||||
Operating income | $ | 19,889 | (1.3) % | $ | 20,154 | $ | 31,297 | (0.1) % | $ | 31,323 | |||||||||
Other Financial and Statistical Data : |
|||||||||||||||||||
Percent of operating revenues: |
|||||||||||||||||||
EBITDA | 32.8 | % | 34.0 | % | 28.9 | % | 29.5 | % | |||||||||||
Operating income | 26.3 | % | 27.2 | % | 22.2 | % | 22.4 | % | |||||||||||
Payments for programming greater (less) than amounts recognized as expense |
$ | 939 | $ | 1,437 | $ | 186 | $ | 1,364 | |||||||||||
Capital expenditures | 1,901 | 4,816 | 8,008 | 7,344 | |||||||||||||||
Business acquisitions and other additions to long-lived assets |
27 | 20 | 27 | ||||||||||||||||
Other information: | |||||||||||||||||||
Program assets capitalized in the period |
2,116 | 230 | 5,368 | 886 |
Improved demand for advertising and additional advertising in the Companys Detroit market tied to the Stanley Cup playoffs led to the increase in advertising revenues in the second quarter.
The Company continues to be affected by its relatively high exposure to the ABC television network, for which audience levels have generally declined in recent years. Six of the Companys 10 television stations are ABC affiliates. Excluding the effects of the Stanley Cup playoffs, revenues at the ABC affiliates decreased approximately 1% year-over-year in the second quarter.
Revenue for the Companys three NBC affiliates increased 5.7% year-over-year in the second quarter.
In 2001 the Company renegotiated and extended its affiliation agreements with NBC, which were originally scheduled to expire in 2004. Network compensation is sharply reduced under the new agreements, which expire in 2009. The Companys ABC affiliation agreements expire on various dates during the period 2004 through 2006.
F-22
LIQUIDITY AND CAPITAL RESOURCES
The Companys primary source of liquidity is cash flow from operating activities. Advertising provides 70% to 80% of the Companys total revenues, so the Companys cash flow from operating activities is adversely affected during recessionary periods. The Companys cash flow from operating activities in the first half of the year was $101 million in 2002 and $123 million in 2001. Increased launch incentive payments to expand distribution of Scripps Networks was the primary cause of the decrease. The Company expects to continue to increase the distribution of Scripps Networks.
Cash flow from operating activities exceeded capital expenditures and cash dividends by $39 million in the first six months and is expected to substantially exceed the total of its capital expenditure requirements and cash dividends in 2002, as it has each year since 1992.
The excess cash flow from existing businesses and the Companys substantial borrowing capacity have been used primarily to fund acquisitions, investments, and to develop new businesses. There are essentially no legal or other restrictions on the transfer of funds among the Companys business segments.
Repurchase of a total of six million Class A Common shares was authorized by the Board of Directors in 1998. The balance remaining on this authorization is 1.7 million shares.
Net debt (borrowings less cash equivalents and other short-term investments) decreased $53 million in the first six months of 2002, to $669 million at June 30, 2002. Net debt includes commercial paper borrowings totaling $455 million, with average maturities of 90 days or less. Commercial paper borrowings are supported by bank credit facilities which permit maximum borrowings of $675 million and expire in September 2002. The facility is expected to be replaced with a similar facility prior to expiration. The Companys access to commercial paper markets can be affected by macroeconomic factors outside of its control. In addition to macroeconomic factors, the Companys access to commercial paper markets and its borrowing costs are affected by short and long-term debt ratings assigned by independent rating agencies.
The Company issued $200 million of 5.75% notes due in 2012 in July. The proceeds from the notes will be used to repay the Companys 6.375% notes due in October 2002 and to reduce the Companys commercial paper borrowings.
F-23
The Companys earnings and cash flow can be affected by, among other things, economic conditions, interest rate changes, foreign currency fluctuations (primarily in the exchange rate for the Japanese yen) and changes in the price of newsprint. The Company is also exposed to changes in the market value of its investments. The information disclosed in Market Risk in the Companys Annual Report on Form 10-K for the year ended December 31, 2001, has not changed materially unless otherwise disclosed herein.
The Company held no foreign currency or newsprint derivative financial instruments at June 30, 2002, or at December 31, 2001.
The following table presents additional information about the Companys market-risk-sensitive financial instruments:
( in thousands, except share data ) | As of June 30, 2002 | As of December 31, 2001 | ||||||||||||
|
|
|||||||||||||
Cost Basis |
Fair Value |
Cost Basis |
Fair Value |
|||||||||||
|
|
|
|
|||||||||||
Financial instruments subject to interest rate risk: | ||||||||||||||
Variable rate credit facilities, including commercial paper |
$ | 454,829 |
$ | 454,829 |
$ | 513,855 |
$ | 513,855 |
||||||
$100 million, 6.375% note, due in 2002 | 99,993 |
101,231 |
99,983 |
102,685 |
||||||||||
$100 million, 6.625% note, due in 2007 | 99,923 |
108,188 |
99,916 |
104,376 |
||||||||||
Other notes | 14,153 |
13,552 |
10,090 |
9,084 |
||||||||||
|
|
|
|
|||||||||||
Total long-term debt including current portion | $ | 668,898 |
$ | 677,800 |
$ | 723,844 |
$ | 730,000 |
||||||
|
|
|
|
|||||||||||
Financial instruments subject to market value risk: | ||||||||||||||
AOL Time Warner (2,017,000 common shares) | $ | 29,667 |
$ | 29,667 |
$ | 64,740 |
$ | 64,740 |
||||||
Centra Software (700,500 common shares) | 1,427 |
1,303 |
1,427 |
5,604 |
||||||||||
Other available-for-sale securities | 921 |
3,731 |
597 |
4,213 |
||||||||||
|
|
|
|
|||||||||||
Total investments in publicly-traded companies | 32,015 |
34,701 |
66,764 |
74,557 |
||||||||||
Other equity investments | 23,629 |
(a |
) |
51,714 |
(a |
) | ||||||||
|
|
|
|
______________
(a) | Included in other equity investments are securities that do not trade in public markets, so they do not have readily determinable fair values. Management estimates the fair value of these securities approximates their carrying value. However, many of the investees have not issued new equity in the past two years. There can be no assurance that the Company would realize the carrying value of these securities upon their sale. |
The Company manages interest rate risk primarily by maintaining a mix of fixed-rate and variable-rate debt. The Company may use interest rate swaps, forwards or other derivative financial instruments to manage its interest rate risk. The Company did not hold such instruments at June 30, 2002. The weighted-average interest rate on borrowings under the Variable Rate Credit Facilities was 1.8% at June 30, 2002, and 2.0% at December 31, 2001.
THE E. W. SCRIPPS COMPANY
Index to Exhibits
Exhibit No. |
Item | Page | |
12 | Ratio of Earnings to Fixed Charges | E-2 | |
99(a) | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | E-3 | |
99(b) | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | E-4 | |