UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
Form 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 28, 2004
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Virginia | 54-0850433 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
333 E. Franklin St., Richmond, VA | 23219 | |
(Address of principal executive offices) | (Zip Code) |
(804) 649-6000
(Registrants telephone number, including area code)
N/A
(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 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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock as of May 2, 2004.
Class A Common shares: |
23,153,280 | |
Class B Common shares: |
555,992 |
TABLE OF CONTENTS
FORM 10-Q REPORT
March 28, 2004
Page | ||||
Part I. Financial Information |
||||
Item 1. |
||||
Consolidated Condensed Balance Sheets - March 28, 2004, and December 28, 2003 |
1 | |||
3 | ||||
4 | ||||
5 | ||||
Item 1. |
15 | |||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
15 | ||
Item 4. |
20 | |||
Part II. Other Information |
||||
Item 6. |
20 | |||
21 |
PART I - FINANCIAL INFORMATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(000s except shares)
(Unaudited) March 28, 2004 |
December 28, 2003 | |||||
ASSETS |
||||||
Current assets: |
||||||
Cash and cash equivalents |
$ | 8,083 | $ | 10,575 | ||
Accounts receivable - net |
101,160 | 113,226 | ||||
Inventories |
7,326 | 6,171 | ||||
Other |
34,492 | 32,649 | ||||
Total current assets |
151,061 | 162,621 | ||||
Investments in unconsolidated affiliates |
89,828 | 89,994 | ||||
Other assets |
62,140 | 60,277 | ||||
Property, plant and equipment - net |
428,936 | 434,088 | ||||
Excess of cost over fair value of net identifiable assets of acquired businesses - net |
832,004 | 832,004 | ||||
FCC licenses and other intangibles - net |
803,662 | 807,771 | ||||
$ | 2,367,631 | $ | 2,386,755 | |||
See accompanying notes.
1
MEDIA GENERAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(000s except shares)
(Unaudited) March 28, |
December 28, 2003 |
|||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 18,927 | $ | 22,210 | ||||
Accrued expenses and other liabilities |
75,019 | 83,424 | ||||||
Income taxes payable |
| 8,769 | ||||||
Total current liabilities |
93,946 | 114,403 | ||||||
Long-term debt |
547,455 | 531,969 | ||||||
Borrowings of consolidated variable interest entities |
95,320 | 95,320 | ||||||
Deferred income taxes |
373,485 | 362,769 | ||||||
Other liabilities and deferred credits |
141,728 | 174,833 | ||||||
Stockholders equity: |
||||||||
Preferred stock ($5 cumulative convertible), par value $5 per share, authorized 5,000,000 shares; none outstanding |
||||||||
Common stock, par value $5 per share: |
||||||||
Class A, authorized 75,000,000 shares; issued 23,058,338 and 22,989,506 shares |
115,292 | 114,947 | ||||||
Class B, authorized 600,000 shares; issued 555,992 shares |
2,780 | 2,780 | ||||||
Additional paid-in capital |
37,933 | 34,595 | ||||||
Accumulated other comprehensive loss |
(51,332 | ) | (50,984 | ) | ||||
Unearned compensation |
(11,105 | ) | (11,670 | ) | ||||
Retained earnings |
1,022,129 | 1,017,793 | ||||||
Total stockholders equity |
1,115,697 | 1,107,461 | ||||||
$ | 2,367,631 | $ | 2,386,755 | |||||
See accompanying notes.
2
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(000s except for per share data)
Three Months Ended |
||||||||
March 28, 2004 |
March 30, 2003 |
|||||||
Revenues |
$ | 208,156 | $ | 196,088 | ||||
Operating costs: |
||||||||
Production |
93,096 | 90,065 | ||||||
Selling, general and administrative |
75,267 | 73,416 | ||||||
Depreciation and amortization |
17,268 | 17,073 | ||||||
Total operating costs |
185,631 | 180,554 | ||||||
Operating income |
22,525 | 15,534 | ||||||
Other income (expense): |
||||||||
Interest expense |
(7,971 | ) | (9,868 | ) | ||||
Investment loss - unconsolidated affiliates |
(169 | ) | (2,216 | ) | ||||
Other, net |
59 | 6,980 | ||||||
Total other expense |
(8,081 | ) | (5,104 | ) | ||||
Income from continuing operations before income taxes |
14,444 | 10,430 | ||||||
Income taxes |
5,344 | 3,808 | ||||||
Income from continuing operations |
9,100 | 6,622 | ||||||
Income from discontinued operations (net of tax) |
| 389 | ||||||
Net income |
$ | 9,100 | $ | 7,011 | ||||
Earnings per common share: |
||||||||
Income from continuing operations |
$ | 0.39 | $ | 0.28 | ||||
Discontinued operations |
| 0.02 | ||||||
Net income |
$ | 0.39 | $ | 0.30 | ||||
Earnings per common share assuming dilution: |
||||||||
Income from continuing operations |
$ | 0.38 | $ | 0.28 | ||||
Discontinued operations |
| 0.02 | ||||||
Net income |
$ | 0.38 | $ | 0.30 | ||||
Dividends paid per common share |
$ | 0.20 | $ | 0.19 | ||||
See accompanying notes.
3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(000s)
Three Months Ended |
||||||||
March 28, 2004 |
March 30, 2003 |
|||||||
Operating activities: |
||||||||
Net income |
$ | 9,100 | $ | 7,011 | ||||
Adjustments to reconcile net income: |
||||||||
Depreciation and amortization |
17,268 | 17,094 | ||||||
Deferred income taxes |
14,311 | 2,007 | ||||||
Investment loss - unconsolidated affiliates |
169 | 2,216 | ||||||
Gain on sale of investment |
| (5,746 | ) | |||||
Change in assets and liabilities: |
||||||||
Retirement plan contribution |
(35,000 | ) | | |||||
Accounts receivable and inventories |
10,911 | 14,852 | ||||||
Accounts payable, accrued expenses, and other liabilities |
(7,403 | ) | (8,327 | ) | ||||
Taxes payable/receivable |
(12,708 | ) | (3,714 | ) | ||||
Reduction in advance from unconsolidated newsprint affiliate |
| (6,000 | ) | |||||
Other |
(4,980 | ) | 1,912 | |||||
Net cash (used) provided by operating activities |
(8,332 | ) | 21,305 | |||||
Investing activities: |
||||||||
Capital expenditures |
(6,942 | ) | (7,183 | ) | ||||
Proceeds from sale of investment |
| 16,840 | ||||||
Other, net |
(1,608 | ) | 64 | |||||
Net cash (used) provided by investing activities |
(8,550 | ) | 9,721 | |||||
Financing activities: |
||||||||
Increase in debt |
112,000 | 76,000 | ||||||
Payment of debt |
(96,514 | ) | (104,997 | ) | ||||
Dividends paid |
(4,720 | ) | (4,441 | ) | ||||
Other, net |
3,624 | 379 | ||||||
Net cash provided (used) by financing activities |
14,390 | (33,059 | ) | |||||
Net decrease in cash and cash equivalents |
(2,492 | ) | (2,033 | ) | ||||
Cash and cash equivalents at beginning of period |
10,575 | 11,279 | ||||||
Cash and cash equivalents at end of period |
$ | 8,083 | $ | 9,246 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid during the period for: |
||||||||
Interest (net of amount capitalized) |
$ | 7,194 | $ | 9,217 | ||||
Income taxes |
$ | 1,479 | $ | 3,551 |
See accompanying notes.
4
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting, and with applicable quarterly reporting regulations of the Securities and Exchange Commission. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and, accordingly, should be read in conjunction with the consolidated financial statements and related footnotes included in the Companys Annual Report on Form 10-K for the year ended December 28, 2003.
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of interim financial information have been included. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year.
2. Inventories are principally raw materials (primarily newsprint).
3. In March 2003, the Company sold its shares of Hoovers (a provider of business information) for $16.8 million and reported a gain of $5.7 million ($3.7 million net of income taxes) which is included in the line item Other, net. Proceeds from the sale were used to repay debt.
4. The following table provides the components of net periodic benefit cost for the Companys benefit plans for the first quarter of 2004 and 2003:
Pension Benefits |
Other Benefits | |||||||||||||
(In thousands)
|
March 28, 2004 |
March 30, 2003 |
March 28, 2004 |
March 30, 2003 | ||||||||||
Service cost |
$ | 2,987 | $ | 2,768 | $ | 117 | $ | 97 | ||||||
Interest cost |
5,098 | 4,901 | 617 | 635 | ||||||||||
Expected return on plan assets |
(6,256 | ) | (5,489 | ) | | | ||||||||
Amortization of prior-service cost |
965 | 111 | 163 | | ||||||||||
Amortization of net loss |
| | | 99 | ||||||||||
Net periodic benefit cost |
$ | 2,794 | $ | 2,291 | $ | 897 | $ | 831 | ||||||
5
5. The following table sets forth the Companys current and prior-year financial performance by segment:
(In thousands) |
Publishing |
Broadcasting |
Interactive Media |
Eliminations |
Total |
|||||||||||||||
Three Months Ended March 28, 2004 |
||||||||||||||||||||
Consolidated revenues |
$ | 135,648 | $ | 70,257 | $ | 3,009 | $ | (758 | ) | $ | 208,156 | |||||||||
Segment operating cash flow |
$ | 31,946 | $ | 19,896 | $ | (1,284 | ) | $ | 50,558 | |||||||||||
Allocated amounts: |
||||||||||||||||||||
Equity in net income of unconsolidated affiliate |
100 | 100 | ||||||||||||||||||
Depreciation and amortization |
(5,995 | ) | (5,417 | ) | (390 | ) | (11,802 | ) | ||||||||||||
Segment profit (loss) |
$ | 26,051 | $ | 14,479 | $ | (1,674 | ) | 38,856 | ||||||||||||
Unallocated amounts: |
||||||||||||||||||||
Interest expense |
(7,971 | ) | ||||||||||||||||||
Investment loss SP Newsprint |
(269 | ) | ||||||||||||||||||
Acquisition intangibles amortization |
(4,109 | ) | ||||||||||||||||||
Corporate expense |
(10,074 | ) | ||||||||||||||||||
Other |
(1,989 | ) | ||||||||||||||||||
Consolidated income before income taxes |
$ | 14,444 | ||||||||||||||||||
Three Months Ended March 30, 2003 |
||||||||||||||||||||
Consolidated revenues |
$ | 130,367 | $ | 64,132 | $ | 2,137 | $ | (548 | ) | $ | 196,088 | |||||||||
Segment operating cash flow |
$ | 30,421 | $ | 14,836 | $ | (1,314 | ) | $ | 43,943 | |||||||||||
Allocated amounts: |
||||||||||||||||||||
Equity in net loss of unconsolidated affiliate |
(103 | ) | (103 | ) | ||||||||||||||||
Gain on sale of Hoovers |
5,746 | 5,746 | ||||||||||||||||||
Depreciation and amortization |
(6,741 | ) | (5,714 | ) | (437 | ) | (12,892 | ) | ||||||||||||
Segment profit (loss) |
$ | 23,577 | $ | 9,122 | $ | 3,995 | 36,694 | |||||||||||||
Unallocated amounts: |
||||||||||||||||||||
Interest expense |
(9,868 | ) | ||||||||||||||||||
Investment loss SP Newsprint |
(2,113 | ) | ||||||||||||||||||
Acquisition intangibles amortization |
(3,041 | ) | ||||||||||||||||||
Corporate expense |
(9,550 | ) | ||||||||||||||||||
Other |
(1,692 | ) | ||||||||||||||||||
Consolidated income from continuing operations before income taxes |
$ | 10,430 | ||||||||||||||||||
6. The following table sets forth the computation of basic and diluted earnings per share from continuing operations:
Quarter Ended March 28, 2004 |
Quarter Ended March 30, 2003 | |||||||||||||||||
(In thousands, except per share amounts) |
Income (Numerator) |
Shares (Denominator) |
Per Share Amount |
Income (Numerator) |
Shares (Denominator) |
Per Share Amount | ||||||||||||
Basic EPS |
||||||||||||||||||
Income from continuing operations available to common stockholders |
$ | 9,100 | 23,253 | $ | 0.39 | $ | 6,622 | 23,039 | $ | 0.28 | ||||||||
Effect of dilutive securities |
||||||||||||||||||
Stock options |
207 | 114 | ||||||||||||||||
Restricted stock and other |
(9 | ) | 200 | (17 | ) | 141 | ||||||||||||
Diluted EPS |
||||||||||||||||||
Income from continuing operations available to common stockholders plus assumed conversions |
$ | 9,091 | 23,660 | $ | 0.38 | $ | 6,605 | 23,294 | $ | 0.28 | ||||||||
6
7. The Companys comprehensive income consisted of the following:
Quarter Ended |
||||||||
(In thousands)
|
March 28, 2004 |
March 30, 2003 |
||||||
Net income |
$ | 9,100 | $ | 7,011 | ||||
Unrealized gain on derivative contracts (net of deferred taxes) |
983 | 1,958 | ||||||
Change in minimum pension liability |
4 | (394 | ) | |||||
Unrealized holding loss on equity securities (net of deferred taxes) |
(1,335 | ) | | |||||
Less: reclassification adjustment for gains included in net income (net of deferred taxes) |
| (3,607 | ) | |||||
Comprehensive income |
$ | 8,752 | $ | 4,968 | ||||
8. The Company accounts for its stock-based compensation utilizing the intrinsic value method in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the first quarters of 2004 and 2003, respectively: risk-free interest rates of 3.8% and 3.7%; dividend yields of 1.4% and 1.4%; volatility factors of .37 and .40; and an expected life of 8 years.
Quarter Ended |
||||||||
(In thousands, except per share amounts)
|
March 28, 2004 |
March 30, 2003 |
||||||
Net income, as reported |
$ | 9,100 | $ | 7,011 | ||||
Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects |
(1,110 | ) | (1,048 | ) | ||||
Pro forma net income |
$ | 7,990 | $ | 5,963 | ||||
Earning (loss) per share: |
||||||||
Basic as reported |
$ | 0.39 | $ | 0.30 | ||||
Basic pro forma |
$ | 0.34 | $ | 0.26 | ||||
Diluted as reported |
$ | 0.38 | $ | 0.30 | ||||
Diluted pro forma |
$ | 0.34 | $ | 0.26 | ||||
In March 2004, the FASB issued a proposed statement, Share-Based Payment, that would require that such transactions be accounted for using a fair-value-based method to recognize compensation expense.
9. As part of the September 2000 sale of Garden State Paper Company, the Company entered into a financial newsprint swap agreement with Enron North America Corporation (Enron). In late November 2001, the Company terminated the newsprint swap agreement for reasons including misrepresentations made by Enron at the time the contract was signed. Enron filed for bankruptcy shortly thereafter. The Company believes that no further payments are due by either party under this agreement. Enron disputes the Companys position and, in late 2003, filed a claim for $26.7 million plus interest and certain declaratory relief. The Company believes that its position is correct and has
7
filed various motions to dismiss the claim or to remove it from the bankruptcy court. There is a mandatory mediation session scheduled for late in the second quarter. The Company does not believe that resolution of this matter will be material to its results of operations, financial position or cash flow.
10. In October 2003, the Company sold Media General Financial Services, Inc. (MGFS), a component of its Interactive Media Division, to CenterPoint Data, Inc. The Company recorded an after-tax gain of $6.8 million (net of income taxes of $3.9 million). The results of MGFS, which have been presented as income from discontinued operations in the accompanying consolidated statements of operations, were as follows for the first quarter of 2003: revenues of $1.4 million, costs and expenses of $.7 million, and income from discontinued operations of $.4 million (net of $.2 million in income taxes).
11. The Company has a one-third partnership interest in SP Newsprint Company (SPNC) which it accounts for under the equity method. The Company has agreed to contribute additional equity (up to $4.7 million) if SPNCs liquidity, as defined, were to fall below a minimum threshold. This agreement terminates on December 31, 2005.
12. In December of 2003 Congress passed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 that reformed Medicare in such a way that the Company expects to receive subsidies for certain prescription drug benefits that are incurred on behalf of plan participants. In March 2004, the FASB released Staff Position 106-b which provides proposed guidance on the appropriate treatment of this favorable development. While the FASB is expected to release the final standard prior to the end of the second quarter, the Company is currently unable to determine the magnitude of the benefit. Accordingly, the amounts recorded and disclosed in these financial statements do not reflect any benefits related to the act. When the final guidance is issued, it may require the Company to record a favorable adjustment to previously reported financial information.
13. In August 2001, the Company filed a universal shelf registration for combined public debt or equity securities totaling up to $1.2 billion. The Companys subsidiaries are 100% owned except for certain VIEs; all subsidiaries except those in the non-guarantor column (which includes the VIEs and the Companys discontinued operations) currently guarantee the debt securities issued from the shelf. These guarantees are full and unconditional and on a joint and several basis. The following financial information presents condensed consolidating balance sheets, statements of operations, and statements of cash flows for the parent company, the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries, together with certain eliminations.
8
Media General, Inc.
Condensed Consolidating Balance Sheets
As of March 28, 2004
(In thousands)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
|||||||||||||||
ASSETS |
|||||||||||||||||||
Current Assets: |
|||||||||||||||||||
Cash and cash equivalents |
$ | 5,387 | $ | 2,696 | $ | | $ | | $ | 8,083 | |||||||||
Accounts receivable, net |
| 101,160 | | | 101,160 | ||||||||||||||
Inventories |
3 | 7,323 | | | 7,326 | ||||||||||||||
Other |
38,114 | 54,292 | 251 | (58,165 | ) | 34,492 | |||||||||||||
Total current assets |
43,504 | 165,471 | 251 | (58,165 | ) | 151,061 | |||||||||||||
Investments in unconsolidated affiliates |
10,521 | 79,307 | | | 89,828 | ||||||||||||||
Investments in and advances to subsidiaries |
1,686,183 | 924,606 | 5,721 | (2,616,510 | ) | | |||||||||||||
Other assets |
36,975 | 23,935 | 1,230 | | 62,140 | ||||||||||||||
Property, plant and equipment, net |
20,715 | 328,610 | 82,011 | (2,400 | ) | 428,936 | |||||||||||||
Excess of cost over fair value of net identifiable assets of acquired businesses, net |
| 832,004 | | | 832,004 | ||||||||||||||
FCC licenses and other intangibles, net |
| 803,662 | | | 803,662 | ||||||||||||||
Total assets |
$ | 1,797,898 | $ | 3,157,595 | $ | 89,213 | $ | (2,677,075 | ) | $ | 2,367,631 | ||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||||||||||||||
Current liabilities: |
|||||||||||||||||||
Accounts payable |
$ | 6,658 | $ | 12,275 | $ | | $ | (6 | ) | $ | 18,927 | ||||||||
Accrued expenses and other liabilities |
54,775 | 78,158 | 251 | (58,165 | ) | 75,019 | |||||||||||||
Total current liabilities |
61,433 | 90,433 | 251 | (58,171 | ) | 93,946 | |||||||||||||
Long-term debt |
547,455 | | 95,320 | | 642,775 | ||||||||||||||
Deferred income taxes |
(58,926 | ) | 432,411 | | | 373,485 | |||||||||||||
Other liabilities and deferred credits |
134,097 | 5,844 | | 1,787 | 141,728 | ||||||||||||||
Stockholders equity |
|||||||||||||||||||
Common stock |
118,072 | 4,872 | | (4,872 | ) | 118,072 | |||||||||||||
Additional paid-in capital |
37,933 | 2,027,288 | 4,187 | (2,031,475 | ) | 37,933 | |||||||||||||
Accumulated other comprehensive income (loss) |
(53,317 | ) | 1,985 | | | (51,332 | ) | ||||||||||||
Unearned compensation |
(11,105 | ) | | | | (11,105 | ) | ||||||||||||
Retained earnings |
1,022,256 | 594,762 | (10,545 | ) | (584,344 | ) | 1,022,129 | ||||||||||||
Total stockholders equity |
1,113,839 | 2,628,907 | (6,358 | ) | (2,620,691 | ) | 1,115,697 | ||||||||||||
Total liabilities and stockholders equity |
$ | 1,797,898 | $ | 3,157,595 | $ | 89,213 | $ | (2,677,075 | ) | $ | 2,367,631 | ||||||||
9
Media General, Inc.
Condensed Consolidating Balance Sheets
As of December 28, 2003
(In thousands)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
|||||||||||||||
ASSETS |
|||||||||||||||||||
Current Assets: |
|||||||||||||||||||
Cash and cash equivalents |
$ | 7,343 | $ | 3,232 | $ | | $ | | $ | 10,575 | |||||||||
Accounts receivable, net |
| 113,226 | | | 113,226 | ||||||||||||||
Inventories |
2 | 6,169 | | | 6,171 | ||||||||||||||
Other |
41,742 | 53,260 | 261 | (62,614 | ) | 32,649 | |||||||||||||
Total current assets |
49,087 | 175,887 | 261 | (62,614 | ) | 162,621 | |||||||||||||
Investments in unconsolidated affiliates |
10,418 | 79,576 | | | 89,994 | ||||||||||||||
Investments in and advances to subsidiaries |
1,691,764 | 906,696 | 5,721 | (2,604,180 | ) | | |||||||||||||
Other assets |
33,492 | 25,450 | 1,335 | | 60,277 | ||||||||||||||
Property, plant and equipment, net |
21,027 | 332,734 | 82,727 | (2,400 | ) | 434,088 | |||||||||||||
Excess of cost over fair value of net identifiable assets of acquired businesses, net |
| 832,004 | | | 832,004 | ||||||||||||||
FCC licenses and other intangibles, net |
| 807,771 | | | 807,771 | ||||||||||||||
Total assets |
$ | 1,805,788 | $ | 3,160,118 | $ | 90,044 | $ | (2,669,194 | ) | $ | 2,386,755 | ||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||||||||||||||
Current liabilities: |
|||||||||||||||||||
Accounts payable |
$ | 9,352 | $ | 12,864 | $ | | $ | (6 | ) | $ | 22,210 | ||||||||
Accrued expenses and other liabilities |
60,497 | 85,281 | 261 | (62,615 | ) | 83,424 | |||||||||||||
Taxes on income |
| 8,769 | | | 8,769 | ||||||||||||||
Total current liabilities |
69,849 | 106,914 | 261 | (62,621 | ) | 114,403 | |||||||||||||
Long-term debt |
531,969 | | 95,320 | | 627,289 | ||||||||||||||
Deferred income taxes |
(66,494 | ) | 429,263 | | | 362,769 | |||||||||||||
Other liabilities and deferred credits |
166,238 | 6,808 | | 1,787 | 174,833 | ||||||||||||||
Stockholders equity |
|||||||||||||||||||
Common stock |
117,727 | 4,872 | | (4,872 | ) | 117,727 | |||||||||||||
Additional paid-in capital |
34,595 | 2,027,288 | 4,187 | (2,031,475 | ) | 34,595 | |||||||||||||
Accumulated other comprehensive income (loss) |
(54,304 | ) | 3,320 | | | (50,984 | ) | ||||||||||||
Unearned compensation |
(11,670 | ) | | | | (11,670 | ) | ||||||||||||
Retained earnings |
1,017,878 | 581,653 | (9,724 | ) | (572,013 | ) | 1,017,793 | ||||||||||||
Total stockholders equity |
1,104,226 | 2,617,133 | (5,537 | ) | (2,608,360 | ) | 1,107,461 | ||||||||||||
Total liabilities and stockholders equity |
$ | 1,805,788 | $ | 3,160,118 | $ | 90,044 | $ | (2,669,194 | ) | $ | 2,386,755 | ||||||||
10
Media General, Inc.
Condensed Consolidating Statements of Operations
Three months Ended March 28, 2004
(In thousands)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
||||||||||||||||
Revenues |
$ | 42,163 | $ | 237,664 | $ | | $ | (71,671 | ) | $ | 208,156 | |||||||||
Operating costs: |
||||||||||||||||||||
Production |
| 93,096 | | | 93,096 | |||||||||||||||
Selling, general and administrative |
40,670 | 106,729 | | (72,132 | ) | 75,267 | ||||||||||||||
Depreciation and amortization |
640 | 15,911 | 717 | | 17,268 | |||||||||||||||
Total operating costs |
41,310 | 215,736 | 717 | (72,132 | ) | 185,631 | ||||||||||||||
Operating income (loss) |
853 | 21,928 | (717 | ) | 461 | 22,525 | ||||||||||||||
Operating income (expense): |
||||||||||||||||||||
Interest expense |
(7,447 | ) | (1 | ) | (523 | ) | | (7,971 | ) | |||||||||||
Investment income (loss) unconsolidated affiliates |
100 | (269 | ) | | | (169 | ) | |||||||||||||
Investment income consolidated affiliates |
12,330 | | | (12,330 | ) | | ||||||||||||||
Other, net |
258 | (199 | ) | 461 | (461 | ) | 59 | |||||||||||||
Total other income (expense) |
5,241 | (469 | ) | (62 | ) | (12,791 | ) | (8,081 | ) | |||||||||||
Income (loss) before income taxes |
6,094 | 21,459 | (779 | ) | (12,330 | ) | 14,444 | |||||||||||||
Income tax expense (benefit) |
(3,006 | ) | 8,350 | | | 5,344 | ||||||||||||||
Net income (loss) |
9,100 | 13,109 | (779 | ) | (12,330 | ) | 9,100 | |||||||||||||
Other comprehensive income (loss) (net of tax) |
987 | (1,335 | ) | | | (348 | ) | |||||||||||||
Comprehensive income (loss) |
$ | 10,087 | $ | 11,774 | $ | (779 | ) | $ | (12,330 | ) | $ | 8,752 | ||||||||
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Media General, Inc.
Condensed Consolidating Statements of Operations
Three months Ended March 30, 2003
(In thousands)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations |
Media General Consolidated |
|||||||||||||||
Revenues |
$ | 38,709 | $ | 225,385 | $ | | $ | (68,006 | ) | $ | 196,088 | ||||||||
Operating costs: |
|||||||||||||||||||
Production |
| 90,065 | | | 90,065 | ||||||||||||||
Selling, general and administrative |
40,150 | 101,272 | | (68,006 | ) | 73,416 | |||||||||||||
Depreciation and amortization |
1,139 | 15,934 | | | 17,073 | ||||||||||||||
Total operating costs |
41,289 | 207,271 | | (68,006 | ) | 180,554 | |||||||||||||
Operating income (loss) |
(2,580 | ) | 18,114 | | | 15,534 | |||||||||||||
Operating income (expense): |
|||||||||||||||||||
Interest expense |
(9,867 | ) | (1 | ) | | | (9,868 | ) | |||||||||||
Investment loss unconsolidated affiliates |
(103 | ) | (2,113 | ) | | | (2,216 | ) | |||||||||||
Investment income (loss) consolidated affiliates |
14,322 | | | (14,322 | ) | | |||||||||||||
Other, net |
1,302 | 5,678 | | | 6,980 | ||||||||||||||
Total other income (expense) |
5,654 | 3,564 | | (14,322 | ) | (5,104 | ) | ||||||||||||
Income from continuing operations before income taxes |
3,074 | 21,678 | | (14,322 | ) | 10,430 | |||||||||||||
Income tax expense (benefit) |
(3,937 | ) | 7,745 | | | 3,808 | |||||||||||||
Income from continuing operations |
7,011 | 13,933 | | (14,322 | ) | 6,622 | |||||||||||||
Income from discontinued operations |
| | 389 | | 389 | ||||||||||||||
Net income |
7,011 | 13,933 | 389 | (14,322 | ) | 7,011 | |||||||||||||
Other comprehensive income (loss) (net of tax) |
2,224 | (4,267 | ) | | | (2,043 | ) | ||||||||||||
Comprehensive income |
$ | 9,235 | $ | 9,666 | $ | 389 | $ | (14,322 | ) | $ | 4,968 | ||||||||
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Media General, Inc.
Condensed Consolidating Statements of Cash Flows
Three Months Ended March 28, 2004
(In thousands)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Media General Consolidated |
|||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net cash (used) provided by operating activities |
$ | (16,147 | ) | $ | 7,772 | $ | 43 | $ | (8,332 | ) | ||||||
Cash flows from investing activities: |
||||||||||||||||
Capital expenditures |
(257 | ) | (6,685 | ) | | (6,942 | ) | |||||||||
Other, net |
15 | (1,623 | ) | | (1,608 | ) | ||||||||||
Net cash used by investing activities |
(242 | ) | (8,308 | ) | | (8,550 | ) | |||||||||
Cash flows from financing activities: |
||||||||||||||||
Increase in debt |
112,000 | | | 112,000 | ||||||||||||
Repayment of debt |
(96,514 | ) | | | (96,514 | ) | ||||||||||
Cash dividends paid |
(4,720 | ) | | | (4,720 | ) | ||||||||||
Other, net |
3,667 | | (43 | ) | 3,624 | |||||||||||
Net cash provided (used) by financing activities |
14,433 | | (43 | ) | 14,390 | |||||||||||
Net decrease in cash and cash equivalents |
(1,956 | ) | (536 | ) | | (2,492 | ) | |||||||||
Cash and cash equivalents at beginning of year |
7,343 | 3,232 | | 10,575 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 5,387 | $ | 2,696 | $ | | $ | 8,083 | ||||||||
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Media General, Inc.
Condensed Consolidating Statements of Cash Flows
Three Months Ended March 30, 2003
(In thousands)
Media General Corporate |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Media General Consolidated |
|||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net cash provided (used) by operating activities |
$ | 32,179 | $ | (10,885 | ) | $ | 11 | $ | 21,305 | |||||||
Cash flows from investing activities: |
||||||||||||||||
Capital expenditures |
(360 | ) | (6,812 | ) | (11 | ) | (7,183 | ) | ||||||||
Other, net |
17 | 16,887 | | 16,904 | ||||||||||||
Net cash provided (used) by investing activities |
(343 | ) | 10,075 | (11 | ) | 9,721 | ||||||||||
Cash flows from financing activities: |
||||||||||||||||
Increase in debt |
76,000 | | | 76,000 | ||||||||||||
Repayment of debt |
(104,997 | ) | | | (104,997 | ) | ||||||||||
Cash dividends paid |
(4,441 | ) | | | (4,441 | ) | ||||||||||
Other, net |
379 | | | 379 | ||||||||||||
Net cash used by financing activities |
(33,059 | ) | | | (33,059 | ) | ||||||||||
Net decrease in cash and cash equivalents |
(1,223 | ) | (810 | ) | | (2,033 | ) | |||||||||
Cash and cash equivalents at beginning of year |
6,932 | 4,347 | | 11,279 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 5,709 | $ | 3,537 | $ | | $ | 9,246 | ||||||||
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For a complete discussion of the Companys dispute with Enron North America Corporation, see Note 9 of this Form 10-Q and Item 3 of Form 10-K for the fiscal year ended December 28, 2003.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
Media General is an independent, publicly owned communications company situated primarily in the Southeast with interests in newspapers, television stations, interactive media and diversified information services.
The Companys fiscal year ends on the last Sunday in December.
RESULTS OF OPERATIONS
First-quarter 2004 net income of $9.1 million ($0.38 per diluted share) rose nearly 30% from $7 million in the equivalent quarter of 2003. The true strength of the Companys comparative operating results was somewhat masked by last years $5.7 million ($3.7 million after-tax, or $0.16/share) gain on the sale of its Hoovers investment; excluding that gain, current-quarter net income represented nearly three times the amount earned in last years first quarter and translated into a $5.8 million increase.
Excluding the Hoovers gain, the majority of the increase was attributable to a 59% and a 10% increase in operating results at the Broadcast and Publishing Divisions, respectively. Broadcast revenues were strong across all categories, as Political advertising was more than six times the level of last years first quarter. Despite higher newsprint costs, the Publishing Divisions performance thrived on the strength of solid advertising revenues, particularly Classified ad revenues which were up 7.6% in the quarter. Also contributing to the Companys improved results was a substantially lower average interest rate which precipitated a 19% reduction in quarter-over-quarter interest expense. Additionally, higher newsprint selling prices resulted in a $1.8 million reduction in losses from the Companys share of its investment in SP Newsprint Company (SPNC).
The Companys results are influenced by fluctuations in newsprint prices. While higher newsprint prices are beneficial to SPNC, as they tend to translate into better results, they are detrimental to the Publishing Division because they increase production costs. The Companys share of SPNCs annual production is approximately 350,000 short tons, which is more than twice the approximate annual newsprint consumption of its newspapers. Consequently, each $1/ton change in newsprint selling price affects the Companys net income by approximately $124 thousand. By virtue of its investment in SPNC, the Company is a net producer of newsprint and therefore, a net beneficiary of higher newsprint prices. The following graph illustrates the gradual ascent of newsprint prices from December 2002, with prices leveling out in the first quarter of this year.
15
PUBLISHING
Operating income for the Publishing Division rose $2.5 million in the first quarter of 2004 from the comparable 2003 period as the result of a $5.3 million (4.1%) increase in revenues in that same period. Improved revenues reflect advertisers restored confidence in the economic environment. As illustrated by the following chart, all advertising categories were up with the exception of Retail. Classified revenues contributed more than half of the overall revenue gain on the strength of robust employment advertising in several markets. Preprints benefited from volume gains as certain advertisers have migrated from Retail because they view preprint ads as another effective means of reaching their target customers. Despite this industry-wide emphasis on preprints, Retail advertising only fell 1.2% from the equivalent prior-year quarter.
Publishing Segment operating expenses increased $3.0 million in the first quarter of this year over the equivalent prior-year period due to a combination of factors. Nearly half of this increase was attributable to higher newsprint expense as prices continued the gradual ascent which began late in
16
2002. A $44 per short ton rise in average price generated the entire increase as newsprint consumption decreased by 1.5%. Employee compensation and benefit costs were up approximately 2% due to annual salary increases, as well as to higher health care and pension expenses. Additionally, circulation-related expenses rose in the quarter.
Investment income earned from the Companys share of The Denver Post Corporation (Denver) affiliate improved $.2 million, from a loss of $.1 million in the first quarter of last year to income of $.1 million in the current year. A 3% increase in revenues (driven by strong Preprint and National advertising) produced the favorable year-over-year comparative results.
BROADCAST
Television operating income jumped $5.4 million (59%) in the first quarter of this year compared to the first three months of 2003 due predominantly to a $6.1 million (9.6%) rise in revenues in that same period. The following chart illustrates solid growth across all advertising categories which was bolstered by Super Bowl advertising at the Companys 16 CBS affiliates. Local and National advertising revenues were up due to robust growth from automotive advertising. Political advertising was more than six times the level of last years first quarter due to congressional and presidential campaign spending.
The Broadcast Divisions revenue growth rate exceeded that of the industry for the first two months of the year. According to the Television Bureau of Advertising (a not-for-profit trade association of Americas broadcast television industry), time sales across the broadcast industry have increased 7.3% through February 2004 from the equivalent prior-year period; this compares to the Companys 13.9% increase. National and Local advertising growth for the Company was 11.2% and 18.5%, respectively, well above the industrys growth of 7.6% and 6.8%.
Broadcast operating expenses increased approximately $1 million in the first quarter of this year as compared to the first quarter of 2003 due primarily to increased employee benefit and compensation costs; these costs rose 3.4% due to higher expenses related to health care and pension, as well as to merit pay raises.
17
INTERACTIVE MEDIA
In the first quarter of 2003, the Company sold its share of Hoovers, Inc., for $16.8 million to Dun & Bradstreet, producing a pre-tax gain of $5.7 million. Excluding this gain, Interactive Media results remained essentially flat at a loss of approximately $1.7 million in the first quarter of both 2004 and 2003. A $.9 million increase in revenues was nearly offset by a $.8 million rise in operating expenses, resulting primarily from a 19% jump in employee benefits and compensation expense as positions were filled to sustain the Divisions continued growth. The 41% increase in revenues was principally attributable to vigorous Classified advertising which rose 50% from the year-ago quarter as classified upsell arrangements continued to thrive across the Division. Under these upsell arrangements, customers pay an additional fee to have their classified advertisement placed online simultaneously with its publication in the newspaper.
The Interactive Media Division has continued to grow and expand its operations since the Divisions inception in January of 2001. This Division remains focused on developing new products, securing and retaining high-quality personnel, invigorating revenues through sales initiatives and enhancing content and design across all the Companys online enterprises.
INTEREST EXPENSE
Interest expense decreased $1.9 million (19%) from the equivalent year-ago period due to a 125 basis point decline in the Companys effective interest rate. This decrease in the effective interest rate was attributable to a year-over-year drop in LIBOR (which influences interest rates on the Companys revolving credit facility), lower weighted average fixed interest rates on swapped debt in the current quarter, and a favorable effective interest rate on $95.3 million classified as debt as a result of the adoption of FIN 46, Consolidation of Variable Interest Entities. Despite this addition of VIE debt in the third quarter of 2003, average debt outstanding only increased $7 million in the first quarter of 2004 over the prior-year equivalent quarter.
The Company uses interest rate swaps (where it pays a fixed rate and receives a floating rate) as part of an overall strategy to manage interest cost and risk associated with variable interest rates, primarily short-term changes in LIBOR, not to trade such instruments for profit or loss. Toward the end of the first quarter of 2003, four of the Companys swaps with notional amounts totaling $275 million matured; concurrently, four swaps with notional amounts totaling $200 million became effective. Toward the end of the first quarter of 2004, two of these swaps with notional amounts totaling $100 million matured, leaving two remaining swaps with notional amounts of $50 million each which mature in the first quarter of 2005. These interest rate swaps are cash flow hedges that effectively convert the covered portion of the Companys variable rate debt to fixed rate debt with a weighted average interest rate approximating 4.4%.
LIQUIDITY
Net cash used by operating activities in the first quarter of 2004 was $8.3 million due to a $35 million contribution to the Companys retirement plan. Absent this contribution, net cash generated by operating activities was $26.7 million, 25% above the prior-year amount. Cash generated by operating activities, coupled with an additional $15.5 million in borrowings, enabled the Company to make capital expenditures of $6.9 million, to pay dividends to stockholders of $4.7 million and to contribute $35 million to its retirement plan.
18
The Companys retirement plan, like many plans, has moved from an overfunded position to an underfunded position. Despite the solid investment performance of the trusts assets during 2003, declines from 2000 to 2002 in the trusts assets and continuing declines in the discount rates used to value the plans liabilities have created an underfunded trust. Although not required to do so, the Company elected to make contributions in 2003 and early 2004 in an expectation of reducing the ultimate amount that it would need to contribute. The Company does not foresee making further elective contributions in the near term but continues to monitor changes in market values, rates of return, and discount rates, as well as continues to evaluate plan benefits and design.
The Company has in place a $1 billion revolving credit facility and a universal shelf registration which allows for combined public debt or equity totaling $1.2 billion (together the Facilities). At the end of the first quarter, there were borrowings of $330 million outstanding under the revolving credit facility and $199.9 million in senior notes outstanding under the universal shelf. The Facilities carry cross-default provisions between the revolving credit and the senior notes. The revolving credit has both interest coverage and leverage ratio covenants. These covenants, which involve debt levels, interest expense, and EBITDA (a measure of cash earnings as defined in the revolving credit agreement), can affect the Companys maximum borrowing capacity under the Facilities. A significant drop in the Companys EBITDA or a large increase in the Companys debt level could make it challenging to meet the leverage ratio. However, the Company was in compliance with all covenants at quarter-end and expects to remain in compliance with them going forward. The Company believes that internally generated funds provided by operations together with the unused portion of the Facilities provide it with significant flexibility to manage working capital needs, pay dividends, finance capital expenditures, make pension contributions, and take advantage of new strategic opportunities.
OUTLOOK
The Company has already begun to benefit from the gradual economic recovery which began in late 2003. The Publishing and Broadcast Divisions both flourished in the first quarter as advertising revenues rebounded strongly from their depressed prior-year levels. The Broadcast Division expects to continue its success with the return of Political advertising and the Summer Olympics in this even-numbered year. The Publishing Division anticipates advertising revenues to continue to gain momentum. The slow ascent of newsprint prices, which began in late 2002, is expected to continue in 2004 and to adversely impact the Publishing Division. However, by virtue of its investment in SP Newsprint, the Company is a net beneficiary of newsprint price increases which should translate into a meaningful operating performance improvement for SPNC in 2004. The Company continues to monitor developments surrounding the Federal Communications Commissions (FCC) new rules which would allow cross-ownership of broadcast stations and newspapers in all but the smallest markets; a court decision on the FCCs new rules is expected this summer. The Company remains open to future investments that would complement its strategic vision and foster its convergence efforts.
* * * * * *
Certain statements in this quarterly report that are not historical facts are forward-looking statements, as that term is defined by the federal securities laws. Forward-looking statements include
19
statements related to accounting estimates and assumptions, the impact of new accounting standards, the Internet, and political campaign and Olympics advertising, and expectations regarding newsprint prices, pension contributions, general advertising levels, and the effects of changes to FCC regulations. Forward-looking statements, including those which use words such as the Company believes, anticipates, expects, estimates, intends and similar words, are made as of the date of this filing and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements.
Some significant factors that could affect actual results include: changes in advertising demand, the availability and pricing of newsprint, changes in interest rates, the performance of pension plan assets, health care cost trends, and regulatory rulings.
Item 4. Controls and Procedures
The Companys management, including the chief executive officer and chief financial officer, performed an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on that evaluation, the Companys management, including the chief executive officer and chief financial officer, concluded that the Companys disclosure controls and procedures were effective as of the end of the period covered by this report. There have been no significant changes in the Companys internal controls or in other factors that are reasonably likely to adversely affect internal control subsequent to the date of this evaluation.
Item 6. Exhibits and Reports on Form 8-K
31.1 | Section 302 Chief Executive Officer Certification | |
31.2 | Section 302 Chief Financial Officer Certification | |
32 | Section 906 Chief Executive Officer and Chief Financial Officer Certification |
On January 28, 2004, the Company filed a Form 8-K to report the Companys January 28, 2004, press releases regarding fourth-quarter results and December revenues.
20
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MEDIA GENERAL, INC. | ||
DATE: May 6, 2004 |
/s/ J. Stewart Bryan III | |
J. Stewart Bryan III, Chairman, President and | ||
Chief Executive Officer | ||
DATE: May 6, 2004 |
/s/ Marshall N. Morton | |
Marshall N. Morton | ||
Vice Chairman and Chief Financial Officer |
21