Attached files
file | filename |
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EX-31.1 - EX-31.1 - BELO CORP | d81665exv31w1.htm |
EX-31.2 - EX-31.2 - BELO CORP | d81665exv31w2.htm |
EX-32 - EX-32 - BELO CORP | d81665exv32.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: March 31, 2011
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 1-8598
Belo Corp.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
75-0135890 (I.R.S. employer identification no.) |
|
400 South Record Street | ||
Dallas, Texas (Address of principal executive offices) |
75202-4841 (Zip code) |
Registrants telephone number, including area code: (214) 977-6606
Former name, former address and former fiscal year, if changed since last report.
None
None
Indicate by check mark whether registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such
files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act:
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
Class | Outstanding at April 25, 2011 | |
Common Stock, $1.67 par value | 103,568,253* |
* | Consisting of 93,303,186 shares of Series A Common Stock and 10,265,067 shares of Series B Common Stock. |
BELO CORP.
FORM 10-Q
TABLE OF CONTENTS
FORM 10-Q
TABLE OF CONTENTS
1
Table of Contents
PART I.
Item 1. Financial Statements
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Belo Corp. and Subsidiaries
Belo Corp. and Subsidiaries
Three months ended March 31, | ||||||||
In thousands, except per share amounts (unaudited) | 2011 | 2010 | ||||||
Net Operating Revenues |
$ | 151,470 | $ | 154,332 | ||||
Operating Costs and Expenses |
||||||||
Station salaries, wages and employee benefits |
53,836 | 51,224 | ||||||
Station programming and other operating costs |
50,196 | 45,631 | ||||||
Corporate operating costs |
6,299 | 9,609 | ||||||
Pension settlement charge and contribution
reimbursements |
20,466 | (4,072 | ) | |||||
Depreciation |
7,924 | 9,243 | ||||||
Total operating costs and expenses |
138,721 | 111,635 | ||||||
Earnings from operations |
12,749 | 42,697 | ||||||
Other Income and (Expense) |
||||||||
Interest expense |
(17,983 | ) | (19,888 | ) | ||||
Other income (expense), net |
180 | (267 | ) | |||||
Total other income and (expense) |
(17,803 | ) | (20,155 | ) | ||||
Earnings (loss) before income taxes |
(5,054 | ) | 22,542 | |||||
Income tax (benefit) expense |
(740 | ) | 9,000 | |||||
Net earnings (loss) |
$ | (4,314 | ) | $ | 13,542 | |||
Earnings (Loss) Per Share |
||||||||
Basic |
$ | (.04 | ) | $ | .13 | |||
Diluted |
$ | (.04 | ) | $ | .13 | |||
Weighted Average Shares Outstanding |
||||||||
Basic |
103,403 | 102,809 | ||||||
Diluted |
103,403 | 103,225 |
See accompanying Notes to Consolidated Condensed Financial Statements.
2
Table of Contents
CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries
Belo Corp. and Subsidiaries
In thousands, except share and per share amounts | March 31, | December 31, | ||||||
(unaudited) | 2011 | 2010 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and temporary cash investments |
$ | 12,383 | $ | 8,309 | ||||
Accounts receivable, net |
131,240 | 144,992 | ||||||
Income tax receivable |
33,071 | 37,921 | ||||||
Other current assets |
41,670 | 19,574 | ||||||
Total current assets |
218,364 | 210,796 | ||||||
Property, plant and equipment, net |
159,006 | 164,439 | ||||||
Intangible assets, net |
725,399 | 725,399 | ||||||
Goodwill |
423,873 | 423,873 | ||||||
Other assets |
63,576 | 65,883 | ||||||
Total assets |
$ | 1,590,218 | $ | 1,590,390 | ||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 17,349 | $ | 20,744 | ||||
Accrued expenses |
60,705 | 52,274 | ||||||
Short-term pension obligation |
15,720 | 36,571 | ||||||
Accrued interest payable |
18,412 | 10,405 | ||||||
Income taxes payable |
8,142 | 13,701 | ||||||
Deferred revenue |
3,526 | 3,505 | ||||||
Total current liabilities |
123,854 | 137,200 | ||||||
Long-term debt |
886,331 | 897,111 | ||||||
Deferred income taxes |
246,338 | 206,765 | ||||||
Pension obligation |
59,569 | 155,510 | ||||||
Other liabilities |
21,249 | 23,162 | ||||||
Shareholders equity: |
||||||||
Preferred stock, $1.00 par value. Authorized
5,000,000 shares; none issued |
||||||||
Common stock, $1.67 par value. Authorized
450,000,000 shares |
||||||||
Series A: Issued 93,294,278 shares at March 31, 2011
and 92,916,960 shares at December 31, 2010 |
155,801 | 155,172 | ||||||
Series B: Issued 10,272,667 shares at March 31, 2011
and 10,272,679 shares at December 31, 2010 |
17,155 | 17,155 | ||||||
Additional paid-in capital |
915,712 | 915,014 | ||||||
Accumulated deficit |
(778,290 | ) | (773,976 | ) | ||||
Accumulated other comprehensive loss |
(57,501 | ) | (142,723 | ) | ||||
Total shareholders equity |
252,877 | 170,642 | ||||||
Total liabilities and shareholders equity |
$ | 1,590,218 | $ | 1,590,390 | ||||
See accompanying Notes to Consolidated Condensed Financial Statements.
3
Table of Contents
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries
Belo Corp. and Subsidiaries
Three months ended March 31, | ||||||||
In thousands (unaudited) | 2011 | 2010 | ||||||
Operations |
||||||||
Net earnings (loss) |
$ | (4,314 | ) | $ | 13,542 | |||
Adjustments to reconcile net earnings
to net cash provided by operations: |
||||||||
Depreciation |
7,924 | 9,243 | ||||||
Pension settlement charge |
28,699 | | ||||||
Pension contributions |
(15,457 | ) | (6,787 | ) | ||||
Deferred income taxes |
(6,106 | ) | 6,399 | |||||
Employee retirement expense |
980 | 1,225 | ||||||
Share-based compensation |
584 | 2,147 | ||||||
Other non-cash items |
104 | (3,237 | ) | |||||
Equity (income) loss from partnerships |
(77 | ) | 166 | |||||
Other, net |
(616 | ) | (1,309 | ) | ||||
Net change in operating assets and liabilities: |
||||||||
Accounts receivable |
13,862 | 11,300 | ||||||
Other current assets |
3,101 | 4,641 | ||||||
Accounts payable |
(3,027 | ) | (5,663 | ) | ||||
Accrued expenses |
(15,571 | ) | 4,516 | |||||
Accrued interest payable |
8,007 | 7,950 | ||||||
Income taxes payable |
(709 | ) | (6,455 | ) | ||||
Net cash provided by operations |
17,384 | 37,678 | ||||||
Investments |
||||||||
Capital expenditures |
(3,018 | ) | (2,691 | ) | ||||
Other investments, net |
583 | 79 | ||||||
Net cash used for investments |
(2,435 | ) | (2,612 | ) | ||||
Financing |
||||||||
Net proceeds from revolving debt |
23,400 | 11,000 | ||||||
Payments on revolving debt |
(34,400 | ) | (46,000 | ) | ||||
Net proceeds from exercise of stock options |
58 | 26 | ||||||
Excess tax benefit from option exercises |
67 | 24 | ||||||
Net cash used for financing |
(10,875 | ) | (34,950 | ) | ||||
Net increase in cash and temporary cash investments |
4,074 | 116 | ||||||
Cash and temporary cash investments at beginning of period |
8,309 | 4,800 | ||||||
Cash and temporary cash investments at end of period |
$ | 12,383 | $ | 4,916 | ||||
See accompanying Notes to Consolidated Condensed Financial Statements.
4
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Belo Corp. and Subsidiaries
(in thousands, except per share amounts)
Belo Corp. and Subsidiaries
(in thousands, except per share amounts)
(1) | The accompanying unaudited consolidated condensed financial statements of Belo Corp. and subsidiaries (the Company or Belo) have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. | |
The Companys operating segments are defined as its television stations and cable news channels within a given market. The Company has determined that all of its operating segments meet the criteria under Accounting Standards Codification (ASC) 280-10. | ||
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010. | ||
All amounts are in thousands, except per share amounts, unless otherwise indicated. | ||
(2) | Belo and A. H. Belo Corporation (A. H. Belo), who have two common directors, are considered related parties under accounting rules. The Company has no ownership interest in A. H. Belo or in any newspaper businesses or related assets, and A. H. Belo has no ownership interest in the Company or any television station businesses or related assets. Belos relationship with A. H. Belo is governed by certain agreements between the two companies or their respective subsidiaries. Although the services related to these agreements generate continuing cash flows between Belo and A. H. Belo, the amounts are not significant to the ongoing operations of the Company. Under the services agreement, the Company and A. H. Belo (or their respective subsidiaries) provide each other various services and/or support. Belo and A. H. Belo also co-own certain downtown Dallas, Texas real estate through a limited liability company. The investment in the limited liability company is recorded as an equity method investment and is included in other assets. Belo and A. H. Belo also co-own other investments in third party businesses which are recorded as either equity or cost method investments and are included in other assets. The amount of income from the limited liability company and third party investments included in the Companys net income are immaterial. See Note 7 for disclosures related to the split of the pension plan by Belo and A. H. Belo. | |
(3) | The following table sets forth the reconciliation between weighted average shares used for calculating basic and diluted earnings per share for the three months ended March 31, 2011 and 2010. |
2011 | 2010 | |||||||
Income (loss) (Numerator) |
||||||||
Net earnings (loss) |
$ | (4,314 | ) | $ | 13,542 | |||
Less: Income to participating securities |
| 217 | ||||||
Income (loss) available to common stockholders |
(4,314 | ) | 13,325 | |||||
Shares (Denominator) |
||||||||
Weighted average shares outstanding (basic) |
103,403 | 102,809 | ||||||
Dilutive effect of employee stock options |
| 416 | ||||||
Dilutive effect of restricted stock units (RSU) |
| | ||||||
Adjusted weighted average shares outstanding |
103,403 | 103,225 | ||||||
Earnings (loss) per share: |
||||||||
Basic |
$ | (.04 | ) | $ | .13 | |||
Diluted |
$ | (.04 | ) | $ | .13 |
5
Table of Contents
For the three months ended March 31, 2011, the Company excluded common stock options for 9,535 shares and 1,036 restricted stock units (RSUs) due to the net loss during that period as to include them would be anti-dilutive. For the three months ended March 31, 2010, the Company excluded options for 10,777 shares and 421 RSUs because to include them would be anti-dilutive. | ||
(4) | At March 31, 2011, Belo had $886,331 in fixed-rate debt securities as follows: $175,654 of 63/4% Senior Notes due 2013, $270,677 of 8% Senior Notes due 2016, $200,000 of 73/4% Senior Debentures due 2027; and $240,000 of 71/4% Senior Debentures due 2027. The weighted average effective interest rate for the fixed-rate debt instruments is 7.5%. | |
At March 31, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement (Amended 2009 Credit Agreement). As of March 31, 2011, the Company did not have an outstanding balance under the Amended 2009 Credit Agreement, and all unused borrowings were available for borrowing. The Company is required to maintain certain leverage and interest ratios specified in the agreement. The leverage ratio is generally defined as the ratio of debt to cash flow and the senior leverage ratio is generally defined as the ratio of the debt under the credit facility to cash flow. The interest coverage ratio is generally defined as the ratio of interest expense to cash flow. At March 31, 2011, the Companys leverage ratio was 3.6, its interest coverage ratio was 3.3 and its senior leverage ratio was 0.0. At March 31, 2011, the Company was in compliance with all debt covenant requirements. | ||
At March 31, 2011, the fair value of Belos 63/4% Senior Notes due May 30, 2013, 8% Senior Notes due November 15, 2016, 73/4% Senior Debentures due June 1, 2027, and 71/4% Senior Debentures due September 15, 2027, was estimated to be $186,481, $301,125, $184,740, and $206,400, respectively. The fair value is estimated using quoted market prices and yields obtained through independent pricing sources, taking into consideration the underlying terms of the debt, such as the coupon rate and term to maturity (Level 1 inputs). | ||
(5) | The Companys 8% Senior Notes are fully and unconditionally guaranteed by each of the Companys 100%-owned subsidiaries as of the date of issuance. Accordingly, the following condensed consolidating financial statements present the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of Belo as parent, the guarantor subsidiaries consisting of Belos current 100%-owned subsidiaries, and eliminations necessary to arrive at the Companys information on a consolidated basis. These statements are presented in accordance with the disclosure requirements under Securities and Exchange Commission Regulation S-X, Rule 3-10. |
6
Table of Contents
Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2011
(in thousands)(unaudited)
For the Three Months Ended March 31, 2011
(in thousands)(unaudited)
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 151,470 | $ | | $ | 151,470 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 53,836 | | 53,836 | ||||||||||||
Station programming and other operating costs |
| 50,196 | | 50,196 | ||||||||||||
Corporate operating costs |
5,704 | 595 | | 6,299 | ||||||||||||
Pension settlement charge and contribution
reimbursements |
20,466 | | | 20,466 | ||||||||||||
Depreciation |
306 | 7,618 | | 7,924 | ||||||||||||
Total operating costs and expenses |
26,476 | 112,245 | | 138,721 | ||||||||||||
Earnings (loss) from operations |
(26,476 | ) | 39,225 | | 12,749 | |||||||||||
Other Income and Expense |
||||||||||||||||
Interest expense |
(17,958 | ) | (25 | ) | | (17,983 | ) | |||||||||
Intercompany interest |
1,684 | (1,684 | ) | | | |||||||||||
Other expense, net |
(39 | ) | 219 | | 180 | |||||||||||
Total other income and expense |
(16,313 | ) | (1,490 | ) | | (17,803 | ) | |||||||||
Earnings (loss) before income taxes |
(42,789 | ) | 37,735 | | (5,054 | ) | ||||||||||
Income tax benefit (expense) |
6,510 | (5,770 | ) | | 740 | |||||||||||
Equity in earnings (loss) of subsidiaries |
31,965 | | (31,965 | ) | | |||||||||||
Net earnings (loss) |
$ | (4,314 | ) | $ | 31,965 | $ | (31,965 | ) | $ | (4,314 | ) | |||||
Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2010
(in thousands)(unaudited)
For the Three Months Ended March 31, 2010
(in thousands)(unaudited)
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Net Operating Revenues |
$ | | $ | 154,332 | $ | | $ | 154,332 | ||||||||
Operating Costs and Expenses |
||||||||||||||||
Station salaries, wages and employee benefits |
| 51,224 | | 51,224 | ||||||||||||
Station programming and other operating costs |
| 45,631 | | 45,631 | ||||||||||||
Corporate operating costs |
8,784 | 825 | | 9,609 | ||||||||||||
Pension contribution reimbursements |
(4,072 | ) | | | (4,072 | ) | ||||||||||
Depreciation |
611 | 8,632 | | 9,243 | ||||||||||||
Total operating costs and expenses |
5,323 | 106,312 | | 111,635 | ||||||||||||
Earnings (loss) from operations |
(5,323 | ) | 48,020 | | 42,697 | |||||||||||
Other Income and Expense |
||||||||||||||||
Interest expense |
(19,855 | ) | (33 | ) | | (19,888 | ) | |||||||||
Intercompany interest |
1,703 | (1,703 | ) | | | |||||||||||
Other expense, net |
(167 | ) | (100 | ) | | (267 | ) | |||||||||
Total other income and expense |
(18,319 | ) | (1,836 | ) | | (20,155 | ) | |||||||||
Earnings (loss) before income taxes |
(23,642 | ) | 46,184 | | 22,542 | |||||||||||
Income tax benefit (expense) |
10,120 | (19,120 | ) | | (9,000 | ) | ||||||||||
Equity in earnings (loss) of subsidiaries |
27,064 | | (27,064 | ) | | |||||||||||
Net earnings (loss) |
$ | 13,542 | $ | 27,064 | $ | (27,064 | ) | $ | 13,542 | |||||||
7
Table of Contents
Condensed Consolidating Balance Sheet
As of March 31, 2011
(in thousands)(unaudited)
As of March 31, 2011
(in thousands)(unaudited)
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and temporary cash investments |
$ | 11,111 | $ | 1,272 | $ | | $ | 12,383 | ||||||||
Accounts receivable, net |
279 | 130,961 | | 131,240 | ||||||||||||
Other current assets |
59,954 | 14,787 | | 74,741 | ||||||||||||
Total current assets |
71,344 | 147,020 | | 218,364 | ||||||||||||
Property, plant and equipment, net |
3,552 | 155,454 | | 159,006 | ||||||||||||
Intangible assets, net |
| 725,399 | | 725,399 | ||||||||||||
Goodwill |
| 423,873 | | 423,873 | ||||||||||||
Deferred income taxes |
34,188 | | (34,188 | ) | | |||||||||||
Intercompany receivable |
190,156 | | (190,156 | ) | | |||||||||||
Investment in subsidiaries |
958,746 | | (958,746 | ) | | |||||||||||
Other assets |
37,722 | 25,854 | | 63,576 | ||||||||||||
Total assets |
$ | 1,295,708 | $ | 1,477,600 | $ | (1,183,090 | ) | $ | 1,590,218 | |||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 9,893 | $ | 7,456 | $ | | $ | 17,349 | ||||||||
Accrued expenses |
34,583 | 26,122 | | 60,705 | ||||||||||||
Short-term pension obligation |
15,720 | | | 15,720 | ||||||||||||
Income taxes payable |
8,142 | | | 8,142 | ||||||||||||
Deferred revenue |
| 3,526 | | 3,526 | ||||||||||||
Accrued interest payable |
18,412 | | | 18,412 | ||||||||||||
Total current liabilities |
86,750 | 37,104 | | 123,854 | ||||||||||||
Long-term debt |
886,331 | | | 886,331 | ||||||||||||
Deferred income taxes |
| 280,526 | (34,188 | ) | 246,338 | |||||||||||
Pension obligation |
59,569 | | | 59,569 | ||||||||||||
Intercompany payable |
| 190,156 | (190,156 | ) | | |||||||||||
Other liabilities |
10,181 | 11,068 | | 21,249 | ||||||||||||
Total shareholders equity |
252,877 | 958,746 | (958,746 | ) | 252,877 | |||||||||||
Total liabilities and shareholders equity |
$ | 1,295,708 | $ | 1,477,600 | $ | (1,183,090 | ) | $ | 1,590,218 | |||||||
8
Table of Contents
Condensed Consolidating Balance Sheet
As of December 31, 2010
(in thousands)
As of December 31, 2010
(in thousands)
Guarantor | ||||||||||||||||
Parent | Subsidiaries | Eliminations | Total | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and temporary cash investments |
$ | 5,290 | $ | 3,019 | $ | | $ | 8,309 | ||||||||
Accounts receivable, net |
190 | 144,802 | | 144,992 | ||||||||||||
Income tax receivable |
37,921 | | | 37,921 | ||||||||||||
Other current assets |
6,443 | 13,131 | | 19,574 | ||||||||||||
Total current assets |
49,844 | 160,952 | | 210,796 | ||||||||||||
Property, plant and equipment, net |
3,877 | 160,562 | | 164,439 | ||||||||||||
Intangible assets, net |
| 725,399 | | 725,399 | ||||||||||||
Goodwill |
| 423,873 | | 423,873 | ||||||||||||
Deferred income taxes |
70,736 | | (70,736 | ) | | |||||||||||
Intercompany receivable |
238,189 | | (238,189 | ) | | |||||||||||
Investment in subsidiaries |
926,781 | | (926,781 | ) | | |||||||||||
Other assets |
38,422 | 27,461 | | 65,883 | ||||||||||||
Total assets |
$ | 1,327,849 | $ | 1,498,247 | $ | (1,235,706 | ) | $ | 1,590,390 | |||||||
Liabilities and Shareholders Equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 9,884 | $ | 10,860 | $ | | $ | 20,744 | ||||||||
Accrued expenses |
23,810 | 28,464 | | 52,274 | ||||||||||||
Short-term pension obligation |
36,571 | | | 36,571 | ||||||||||||
Income taxes payable |
13,701 | | | 13,701 | ||||||||||||
Deferred revenue |
| 3,505 | | 3,505 | ||||||||||||
Accrued interest payable |
10,405 | | | 10,405 | ||||||||||||
Total current liabilities |
94,371 | 42,829 | 137,200 | |||||||||||||
Long-term debt |
897,111 | | | 897,111 | ||||||||||||
Deferred income taxes |
| 277,501 | (70,736 | ) | 206,765 | |||||||||||
Pension obligation |
155,510 | | | 155,510 | ||||||||||||
Intercompany payable |
| 238,189 | (238,189 | ) | | |||||||||||
Other liabilities |
10,215 | 12,947 | | 23,162 | ||||||||||||
Total shareholders equity |
170,642 | 926,781 | (926,781 | ) | 170,642 | |||||||||||
Total liabilities and shareholders equity |
$ | 1,327,849 | $ | 1,498,247 | $ | (1,235,706 | ) | $ | 1,590,390 | |||||||
9
Table of Contents
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2011
(in thousands)(unaudited)
For the Three Months Ended March 31, 2011
(in thousands)(unaudited)
Guarantor | ||||||||||||
Parent | Subsidiaries | Total | ||||||||||
Operations |
||||||||||||
Net cash provided by (used for) operations |
$ | (14,452 | ) | $ | 31,836 | $ | 17,384 | |||||
Investments |
||||||||||||
Capital expenditures |
(874 | ) | (2144 | ) | (3,018 | ) | ||||||
Other investments, net |
57 | 526 | 583 | |||||||||
Net cash used for investments |
(817 | ) | (1,618 | ) | (2,435 | ) | ||||||
Financing |
||||||||||||
Net proceeds from revolving debt |
23,400 | | 23,400 | |||||||||
Payments on revolving debt |
(34,400 | ) | | (34,400 | ) | |||||||
Net proceeds from exercise of stock options |
58 | | 58 | |||||||||
Excess tax benefit from option exercises |
67 | | 67 | |||||||||
Intercompany activity |
31,965 | (31,965 | ) | | ||||||||
Net cash provided by (used for) financing activities |
21,090 | (31,965 | ) | (10,875 | ) | |||||||
Net increase (decrease) in cash and temporary cash investments |
5,821 | (1,747 | ) | 4,074 | ||||||||
Cash and temporary cash investments at beginning of period |
5,290 | 3,019 | 8,309 | |||||||||
Cash and temporary cash investments at end of period |
$ | 11,111 | $ | 1,272 | $ | 12,383 | ||||||
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2010
(in thousands)(unaudited)
For the Three Months Ended March 31, 2010
(in thousands)(unaudited)
Guarantor | ||||||||||||
Parent | Subsidiaries | Total | ||||||||||
Operations |
||||||||||||
Net cash provided by (used for) operations |
$ | (11,244 | ) | $ | 48,922 | $ | 37,678 | |||||
Investments |
||||||||||||
Capital expenditures |
(339 | ) | (2,352 | ) | (2,691 | ) | ||||||
Other investments, net |
| 79 | 79 | |||||||||
Net cash used for investments |
(339 | ) | (2,273 | ) | (2,612 | ) | ||||||
Financing |
||||||||||||
Net proceeds from revolving debt |
11,000 | | 11,000 | |||||||||
Payments on revolving debt |
(46,000 | ) | | (46,000 | ) | |||||||
Net proceeds from exercise of stock options |
26 | | 26 | |||||||||
Excess tax benefit from option exercises |
24 | | 24 | |||||||||
Intercompany activity |
46,805 | (46,805 | ) | | ||||||||
Net cash provided by (used for) financing activities |
11,855 | (46,805 | ) | (34,950 | ) | |||||||
Net increase (decrease) in cash and temporary cash investments |
272 | (156 | ) | 116 | ||||||||
Cash and temporary cash investments at beginning of period |
3,646 | 1,154 | 4,800 | |||||||||
Cash and temporary cash investments at end of period |
$ | 3,918 | $ | 998 | $ | 4,916 | ||||||
(6) | Belo has a long-term incentive plan under which awards may be granted to employees and outside directors in the form of non-qualified stock options, incentive stock options, restricted shares, RSUs, performance shares, performance units and stock appreciation rights. In addition, options may be accompanied by stock appreciation rights and limited stock appreciation rights. Rights and limited rights may also be issued without accompanying options. Cash-based bonus awards are also available under the plan. | |
Share-based compensation cost for awards to Belos employees and non-employee directors was $2,430 and $2,932, for the three months ended March 31, 2011 and 2010, respectively. No compensation cost is recognized related to options issued by Belo but held by employees and non-employee directors of A. H. Belo. |
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(7) | In February 2008, the Company spun-off its newspaper businesses and related assets to a separate company, A. H. Belo. Subsequent to the spin-off, Belo retained sponsorship of The G. B. Dealey Retirement Pension Plan (Pension Plan). As the sole plan sponsor for the Pension Plan, Belo continued to administer benefits for Belo and A. H. Belo current and former employees. In October 2010, Belo and A. H. Belo agreed to split the Pension Plan into separately-sponsored pension plans effective January 1, 2011. Under the agreement, participant benefit liabilities and assets allocable to approximately 5,100 current and former employees of A. H. Belo and its related newspaper businesses were transferred to two new defined benefit pension plans created, sponsored, and managed by or on behalf of A. H. Belo. Effective January 1, 2011, the new A. H. Belo plans were solely responsible for paying participant benefits for the current and former employees of A. H. Belo, and the Company is no longer responsible for those liabilities. The participant benefit liabilities and assets pertaining to current and former employees of Belo, and its related television businesses, continue to be held by the Pension Plan sponsored by and managed by or on behalf of Belo Corp. | |
For Belo, the pension split transaction was treated as a settlement under ASC 715. Under settlement accounting for pensions, the split of the Companys Pension Plan results in the transfer of $238,833 in Pension Plan assets, of which over 90 percent of the assets have been transferred to A.H. Belo, and $339,799 in Pension Plan liabilities to the plans sponsored by A. H. Belo. This resulted in a reduction in the net unfunded liability of $100,966, which is recorded as a non-cash settlement gain, and recognition of actuarial losses of $129,665 previously recognized in accumulated other comprehensive loss, which is recorded as a non-cash settlement charge. This settlement gain and charge resulted in a net non-cash settlement charge of $28,699. This charge was partially offset by a final net pension contribution reimbursement of $8,233 received from A. H. Belo as discussed below. The combined result of all pension transactions in the first quarter is a net charge before taxes of $20,466. Additionally, the Companys effective tax rate for the first quarter reflects the impact of deferred tax adjustments of $7,143 in pension settlement items. | ||
As of March 31, 2011, remaining Pension Plan assets pertaining to A.H. Belos current and former employees of approximately $24,000 were included in Other Current Assets with a corresponding liability in Accrued Expenses on the Companys Balance Sheet. The Company expects to complete the transfer of Pension Plan assets by June 30, 2011. | ||
Belos funding policy is to contribute annually to the Pension Plan amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, but not in excess of the maximum tax-deductible contribution. For the three months ended March 31, 2011, the Company made contributions totaling $15,457 to the Pension Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $8,233. A. H. Belo has no further obligation to reimburse the Company for any future contributions. During the remaining nine months of 2011, the Company expects to make contributions of approximately $12,000 to the Pension Plan. These expected contributions are for the benefit of Belos current and former employees. No plan assets are expected to be returned to the Company during the year ending December 31, 2011. For the three months ended March 31, 2010, the Company made contributions totaling $6,787 to the Pension Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $4,072. | ||
At the end of the first quarter of 2011, including the effect of the Pension Plan split, the Companys remaining unfunded liability was $75,289, a decrease of $116,792 as compared to December 31, 2010. The remaining unfunded liability pertains to Belos current and former employees who participate in the Pension Plan. The pension split will also affect estimated pension expense, minimum required pension contributions and estimated benefit payments, as subsequent to the pension split these amounts relate solely to current and former employees of Belo for all plan years beginning January 1, 2011. |
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Net periodic pension cost includes the following components for the three months ended March 31, 2011, subsequent to the Pension Plan split and for the three months ended March 31, 2010, prior to the Pension Plan split when the Company was the sole plan sponsor: |
2011 | 2010 | |||||||
Interest cost on projected benefit obligation |
$ | 3,415 | $ | 8,163 | ||||
Expected return on assets |
(3,019 | ) | (7,945 | ) | ||||
Amortization of net loss |
680 | 1,099 | ||||||
Net periodic pension cost before settlement charge |
1,076 | 1,317 | ||||||
Settlement charge |
28,699 | | ||||||
Net periodic pension cost |
$ | 29,775 | $ | 1,317 | ||||
(8) | In addition to the proceeding disclosed below, a number of other legal proceedings are pending against the Company, including several actions for alleged libel and/or defamation. In the opinion of management, liabilities, if any, arising from these other legal proceedings would not have a material adverse effect on the consolidated results of operations, liquidity or financial position of the Company. | |
Under the terms of the separation and distribution agreement between the Company and A. H. Belo, A. H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuit described in the following paragraph. | ||
On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against The Dallas Morning News, the Company, and others in the United States District Court for the Northern District of Texas. The plaintiffs lawsuit mainly consists of claims of unlawful discrimination and ERISA violations. On March 28, 2011, the Court granted defendants summary judgment and dismissed all claims. Plaintiffs have moved for reconsideration. The Company believes the lawsuit is without merit and is vigorously defending against it. |
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands, except per share amounts) |
The following information should be read in conjunction with the Companys Consolidated
Condensed Financial Statements and related Notes filed as part of this report.
Overview
Belo Corp. (Belo or the Company), a Delaware corporation, began as a Texas newspaper company in
1842 and today is one of the nations largest publicly-traded pure-play television companies. The
Company owns 20 television stations (nine in the top 25 U.S. markets) that reach more than 14
percent of U.S. television households, including ABC, CBS, NBC, FOX, CW and MyNetwork TV (MNTV)
affiliates, and their associated Web sites, in 15 highly-attractive markets across the United
States. The Company owns two local and two regional cable news channels and holds an ownership
interest in one other cable news channel.
The Company believes the success of its media franchises is built upon providing the highest
quality local and regional news, entertainment programming and service to the communities in which
they operate. These principles have built durable relationships with viewers, advertisers and
online users and have guided Belos success.
The following table sets forth the Companys major media assets as of March 31, 2011:
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Number of | ||||||||||||||||||||
Station/ | Year Belo | Commercial | ||||||||||||||||||
Market | News | Acquired/ | Network | Stations in | ||||||||||||||||
Market | Rank(1) | Channel | Started | Affiliation | Market(2) | |||||||||||||||
Dallas/Fort Worth |
5 | WFAA | 1950 | ABC | 16 | |||||||||||||||
Dallas/Fort Worth |
5 | TXCN | 1999 | N/A | N/A | |||||||||||||||
Houston |
10 | KHOU | 1984 | CBS | 15 | |||||||||||||||
Phoenix |
12 | KTVK | 1999 | IND | 13 | |||||||||||||||
Phoenix |
12 | KASW | 2000 | CW | 13 | |||||||||||||||
Seattle/Tacoma |
13 | KING | 1997 | NBC | 13 | |||||||||||||||
Seattle/Tacoma |
13 | KONG | 2000 | IND | 13 | |||||||||||||||
Seattle/Tacoma |
13 | NWCN | 1997 | N/A | N/A | |||||||||||||||
St. Louis |
21 | KMOV | 1997 | CBS | 8 | |||||||||||||||
Portland(3) |
22 | KGW | 1997 | NBC | 8 | |||||||||||||||
Charlotte |
23 | WCNC | 1997 | NBC | 8 | |||||||||||||||
San Antonio |
37 | KENS | 1997 | CBS | 10 | |||||||||||||||
Hampton/Norfolk |
43 | WVEC | 1984 | ABC | 8 | |||||||||||||||
Austin |
44 | KVUE | 1999 | ABC | 7 | |||||||||||||||
Louisville |
50 | WHAS | 1997 | ABC | 7 | |||||||||||||||
New Orleans(4) |
52 | WWL | 1994 | CBS | 8 | |||||||||||||||
New Orleans(5) |
52 | WUPL | 2007 | MNTV | 9 | |||||||||||||||
Tucson |
67 | KMSB | 1997 | FOX | 9 | |||||||||||||||
Tucson |
67 | KTTU | 2002 | MNTV | 9 | |||||||||||||||
Spokane |
75 | KREM | 1997 | CBS | 7 | |||||||||||||||
Spokane |
75 | KSKN | 2001 | CW | 7 | |||||||||||||||
Boise(6) |
113 | KTVB | 1997 | NBC | 5 |
(1) | Market rank is based on the relative size of the television market Designated Market Area (DMA), among the 210 DMAs generally recognized in the United States, based on the September 2010 Nielsen Media Research report. | |
(2) | Represents the number of commercial television stations (both VHF and UHF) broadcasting in the market, excluding public stations, low power broadcast stations and cable channels. | |
(3) | The Company also owns KGWZ-LD, a low power television station in Portland, Oregon. | |
(4) | WWL also produces NewsWatch on Channel 15, a 24-hour daily local news and weather cable channel. | |
(5) | The Company also owns WBXN-CA, a Class A television station in New Orleans, Louisiana. | |
(6) | The Company also owns KTFT-LP (NBC), a low power television station in Twin Falls, Idaho. |
The Company intends for the discussion of its financial condition and results of operations
that follows to provide information that will assist in understanding the Companys financial
statements, the changes in certain key items in those statements from period to period, and the
primary factors that accounted for those changes, as well as how certain accounting principles,
policies and estimates affect the Companys financial statements.
The Company has network affiliation agreements with ABC, CBS, NBC, FOX and CW. The Companys
network affiliation agreements generally provide the station with the exclusive right to broadcast
over the air in its local service area all programs transmitted by the network with which the
station is affiliated. In return, the network has the right to sell most of the advertising time
during such broadcasts. In the past, some of the Companys affiliation agreements included network
compensation; however, network compensation received by the Company has substantially declined in
recent years. In connection with the renewals of these agreements, the Company is generally
required to make cash payments to the networks. Belo reached agreements in 2010 with: ABC for the
renewal of its network affiliation agreements related to its stations in Dallas/Fort Worth, Austin,
Louisville and Hampton/Norfolk; and, CBS for its stations in Houston, San Antonio and New Orleans.
The principal source of the Companys revenue is from the sale of local, regional and national
advertising. In even numbered years, the Companys revenue also includes significant revenue from
political advertising. Additional discussion, regarding the Companys results of operations in the
first quarter of 2011 as compared to the first quarter of 2010, is provided below.
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Results of Operations
(Dollars in thousands, except per share amounts)
(Dollars in thousands, except per share amounts)
Percentage | ||||||||||||
Three Months ended March 31, | 2011 | Change | 2010 | |||||||||
Net operating revenues |
$ | 151,470 | (1.9 | )% | $ | 154,332 | ||||||
Pension settlement charge and contribution
reimbursements |
20,466 | NM | (4,072 | ) | ||||||||
Other operating costs and expenses |
118,255 | 2.2 | % | 115,707 | ||||||||
Total operating costs and expenses |
138,721 | 24.3 | % | 111,635 | ||||||||
Earnings from operations |
12,749 | (70.1 | )% | 42,697 | ||||||||
Other income (expense) |
(17,803 | ) | (11.7 | )% | (20,155 | ) | ||||||
Earnings (loss) before income taxes |
(5,054 | ) | NM | 22,542 | ||||||||
Income tax benefit (expense) |
740 | NM | (9,000 | ) | ||||||||
Net earnings (loss) |
$ | (4,314 | ) | NM | $ | 13,542 | ||||||
NM is not meaningful.
Net Operating Revenues
Percentage | ||||||||||||
Three Months ended March 31, | 2011 | Change | 2010 | |||||||||
Spot advertising revenue |
$ | 122,781 | (4.2 | )% | $ | 128,205 | ||||||
Other revenue |
28,689 | 9.8 | % | 26,127 | ||||||||
Net operating revenues |
$ | 151,470 | (1.9 | )% | $ | 154,332 | ||||||
Spot advertising revenue decreased $5,424, or 4.2 percent, in the first three months of 2011
as compared to the first three months of 2010. This decrease is primarily due to a $5,888 decrease
in political advertising revenue. Political revenues are generally higher in even-numbered years
than in odd-numbered years due to elections for various state and national offices. The decrease
in political advertising revenues was partially offset by an increase in total local and national
spot revenues of $464 or 0.4 percent versus the prior year. Increases in the healthcare, consumer
services and entertainment categories were mostly offset by decreases in the financial services,
restaurant and grocery categories. Other revenue increased primarily due to a 24.7 percent
increase in retransmission revenue and a 19.9 percent increase in Internet revenue, partially
offset by a decline in network compensation.
Operating Costs and Expenses
Station salaries, wages and employee benefits increased $2,612, or 5.1 percent, primarily due to
increases in salary expense of $1,147, partial reinstatement of the Companys employer match for
the Belo Savings Plan (401(k) plan) of $667 and higher pension expense of $537. Station
programming and other operating costs increased $4,565, or 10.0 percent, primarily related to a
non-cash expense reduction in 2010 of $3,854, relating to a 2005 Federal Communications Commission
(FCC) decision that allowed a major wireless provider to finance the replacement of analog
newsgathering equipment with digital equipment in exchange for stations vacating the analog
spectrum earlier than required. Four Belo markets converted to this digital equipment in the first
quarter of 2010.
Corporate operating costs decreased $3,310, or 34.4 percent, in the first quarter 2011, primarily
related to a decrease in accrued bonus expense of $843, a decrease in pension expense of $778
related to the pension split and a decrease in technology costs of $808.
In October 2010, Belo and A. H. Belo agreed to split the Pension Plan into separately-sponsored
pension plans effective January 1, 2011. Under the agreement, participant benefit liabilities and
assets allocable to approximately 5,100 current and former employees of A. H. Belo and its related
newspaper businesses were transferred to two new defined benefit pension plans created, sponsored,
and managed by or on behalf of A. H. Belo. Effective January 1, 2011, the new A. H. Belo plans
were solely responsible for paying participant benefits for the current and former employees of A.
H. Belo, and the Company is no longer responsible for those liabilities. The participant benefit
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liabilities and assets pertaining to current and former employees of Belo, and its related
television businesses, continue to be held by the Pension Plan sponsored by and managed by or on
behalf of Belo Corp.
For Belo, the pension split transaction was treated as a settlement under ASC 715. Under
settlement accounting for pensions, the split of the Companys Pension Plan results in the transfer
of $238,833 in Pension Plan assets, of which over 90 percent of the assets have been transferred to
A. H. Belo, and $339,799 in Pension Plan liabilities to the plans sponsored by A. H. Belo. This
resulted in a reduction in the net unfunded liability of $100,966, which is recorded as a non-cash
settlement gain, and recognition of $129,665 in actuarial losses previously recognized in
accumulated other comprehensive loss which are recorded as a non-cash settlement charge. This
settlement gain and charge resulted in a net non-cash settlement charge of $28,699. This charge
was partially offset by a final net pension contribution reimbursement of $8,233 received from A.
H. Belo as discussed in Liquidity and Capital Resources below. The combined result of all
pension settlement transactions in the first quarter is a net charge before taxes of $20,466.
Other income (expense)
Interest expense decreased $1,905, or 9.6 percent, due primarily to decreased interest costs
associated with lower variable rate debt balances in the first quarter of 2011 versus the first
quarter of 2010. In addition, commitment fees and amortization of financing costs associated with
the variable rate debt declined due to the Companys election to reduce commitments under the
credit agreement in August 2010.
Income taxes decreased $9,740, for the three months ended March 31, 2011, compared with the three
months ended March 31, 2010, primarily due to the $7,143 tax benefit related to deferred tax
adjustments for the pension settlement charge and lower pretax earnings.
Station Adjusted EBITDA
Percentage | ||||||||||||
Three Months ended March 31, | 2011 | Change | 2010 | |||||||||
Station Adjusted EBITDA |
$ | 47,438 | (17.5 | )% | $ | 57,477 | ||||||
Corporate operating costs and expenses |
(6,299 | ) | (34.4 | )% | (9,609 | ) | ||||||
Depreciation |
(7,924 | ) | (14.3 | )% | (9,243 | ) | ||||||
Pension settlement charge and contribution
reimbursements |
(20,466 | ) | NM | 4,072 | ||||||||
Net earnings from operations |
$ | 12,749 | (70.1 | )% | $ | 42,697 | ||||||
NM is not meaningful.
Belos management uses Station Adjusted EBITDA as the primary measure of profitability to
evaluate operating performance and to allocate capital resources and bonuses to eligible operating
company employees. Station Adjusted EBITDA represents the Companys earnings from operations
before interest expense, income taxes, depreciation, amortization, impairment charges, pension
settlement charge and contribution reimbursements and corporate operating costs and expenses.
Other income (expense), net is not allocated to television station earnings from operations because
it consists primarily of equity in earnings (losses) from investments in partnerships and joint
ventures and other non-operating income (expense). Station Adjusted EBITDA is a common alternative
measure of performance used by investors, financial analysts and rating agencies to evaluate
financial performance.
For the three months ended March 31, 2011, Station Adjusted EBITDA decreased $10,039, or 17.5
percent, compared with the three months ended March 31, 2010. This decrease was due to the
decrease in political, Olympics and Super Bowl revenue and an increase in operating costs and
expenses as discussed above.
Liquidity and Capital Resources
Net cash provided by operating activities, bank borrowings and long-term debt are Belos primary
sources of liquidity.
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Table of Contents
Operating Cash Flows
Net cash provided by operations was $17,384 in the first quarter 2011 compared with $37,678 in the
first quarter 2010. The 2011 operating cash flows were primarily provided by the net loss adjusted
for non-cash and pension-related items, and routine changes in working capital. The 2010 operating
cash flows were primarily provided by net earnings adjusted for non-cash items and routine changes
in working capital. The decrease in net cash provided by operations is primarily due to higher
pension contributions and payments in the first quarter of 2011 for bonuses accrued in 2010.
The Company made $15,457 in contributions to its Pension Plan during the first quarter of 2011
compared to contributions of $6,787 during the first quarter of 2010. As previously discussed, A.
H. Belo was obligated to reimburse the Company for its portion of any contributions the Company
made to the Pension Plan. Such reimbursements totaled $8,233 and $4,072 during the first quarters
of 2011 and 2010, respectively.
Investing Cash Flows
Net cash flows used for investing activities were $2,435 in the first quarter 2011 compared to
$2,612 in the first quarter 2010. The investing cash flows were primarily used for capital
expenditures.
Capital Expenditures
Total capital expenditures were $3,018 in the first quarter 2011 compared with $2,691 in the first
quarter 2010.
Financing Cash Flows
Net cash flows used for financing activities were $10,875 in the first quarter 2011 compared with
$34,950 in the first quarter 2010. The financing activity cash flows consisted primarily of
borrowings and repayments under the Companys revolving credit facility.
Long-Term Debt
At March 31, 2011, Belo had $886,331 in fixed-rate debt securities as follows: $175,654 of 63/4%
Senior Notes due 2013, $270,677 of 8% Senior Notes due 2016, $200,000 of 73/4% Senior Debentures due
2027 and $240,000 of 71/4% Senior Debentures due 2027. The weighted average effective interest rate
for the fixed-rate debt instruments is 7.5%.
At March 31, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement
(Amended 2009 Credit Agreement). As of March 31, 2011, there was no balance outstanding under the
Amended 2009 Credit Agreement and all unused borrowings were available for borrowing. The Company
is required to maintain certain leverage and interest ratios specified in the agreement. The
leverage ratio is generally defined as the ratio of debt to cash flow and the senior leverage ratio
is generally defined as the ratio of the debt under the credit facility to cash flow. The interest
coverage ratio is generally defined as the ratio of interest expense to cash flow. At March 31,
2011, the Companys leverage ratio was 3.6, its interest coverage ratio was 3.3 and its senior
leverage ratio was 0.0. At March 31, 2011, the Company was in compliance with all debt covenant
requirements.
Dividends
On April 26, 2011, the Company declared a quarterly dividend of five cents per share on Series A
and Series B common stock outstanding, to be paid on September 2, 2011, to shareholders of record
on August 12, 2011.
Share Repurchase Program
The Company has a stock repurchase program pursuant to authorization from Belos Board of Directors
in December 2005. There is no expiration date for this repurchase program. The remaining
authorization for the repurchase of shares as of March 31, 2011, under this authority was
13,030,716 shares. During the first quarter 2011, no shares were repurchased under this program.
The Amended 2009 Credit Agreement, which became effective November 15, 2009, does not permit share
repurchases.
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Other
The Company has various sources available to meet its 2011 capital and operating commitments,
including cash on hand, short-term investments, internally-generated funds and a $205,000 revolving
credit facility. The Company believes its resources are adequate to meet its foreseeable needs.
Forward-Looking Statements
Statements in this Form 10-Q concerning Belos business outlook or future economic performance,
anticipated profitability, revenues, expenses, capital expenditures, investments, future
financings, impairments, pension matters, and other financial and non-financial items that are not
historical facts, are forward-looking statements as the term is defined under applicable federal
securities laws. Forward-looking statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from those statements.
Such risks, uncertainties and factors include, but are not limited to, uncertainties regarding the
costs, consequences (including tax consequences) and other effects of the Companys spin-off
distribution of its newspaper businesses and related assets to A. H. Belo and the associated
agreements between the Company and A. H. Belo relating to various matters; changes in capital
market conditions and prospects, and other factors such as changes in advertising demand, interest
rates and programming and production costs; changes in viewership patterns and demography, and
actions by Nielsen; changes in the network-affiliate business model for broadcast television;
technological changes, and the development of new systems and devices to distribute and consume
television and other audio-visual content; changes in the ability to secure, and in the terms of,
carriage of Belo programming on cable, satellite, telecommunications and other program distribution
methods; development of Internet commerce; industry cycles; changes in pricing or other actions by
competitors and suppliers; Federal Communications Commission and other regulatory, tax and legal
changes; adoption of new accounting standards or changes in existing accounting standards by the
Financial Accounting Standards Board or other accounting standard-setting bodies or authorities;
the effects of Company acquisitions, dispositions, co-owned ventures and investments; pension plan
matters; general economic conditions; and significant armed conflict, as well as other risks
detailed in Belos other public disclosures, and filings with the Securities and Exchange
Commission (SEC), including Belos Annual Report on Form 10-K.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Other than as disclosed, there have been no material changes in the Companys exposure to market
risk from the disclosure included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2010.
Item 4. | Controls and Procedures |
During the quarter ended March 31, 2011, there were no changes in the Companys internal control
over financial reporting that have materially affected, or are reasonably likely to materially
affect, Belos internal control over financial reporting.
The Company carried out an evaluation under the supervision and with the participation of the
Companys management, including the Companys president and Chief Executive Officer and senior vice
president/Chief Financial Officer and Treasurer, of the effectiveness of the Companys disclosure
controls and procedures, as of the end of the period covered by this report. Based upon that
evaluation, the president and Chief Executive Officer and senior vice president/Chief Financial
Officer and Treasurer concluded that, as of the end of the period covered by this report, the
Companys disclosure controls and procedures were effective such that information relating to the
Company (including its consolidated subsidiaries) required to be disclosed in the Companys SEC
reports (i) is recorded, processed, summarized and reported within the time periods specified in
the SEC rules and forms and (ii) is accumulated and communicated to the Companys management,
including the president and Chief Executive Officer and senior vice president/Chief Financial
Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure.
17
Table of Contents
PART II.
Item 1. | Legal Proceedings |
In addition to the disclosure below, a number of other legal proceedings are pending against the
Company, including several actions for alleged libel and/or defamation. In the opinion of
management, liabilities, if any, arising from these other legal proceedings would not have a
material adverse effect on the results of operations, liquidity or financial position of the
Company.
Under the terms of the separation and distribution agreement between the Company and A. H. Belo, A.
H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuit described
in the following paragraph.
On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against The
Dallas Morning News, the Company, and others in the United States District Court for the Northern
District of Texas. The plaintiffs lawsuit mainly consists of claims of unlawful discrimination
and ERISA violations. On March 28, 2011, the Court granted defendants summary judgment and
dismissed all claims. Plaintiffs have moved for reconsideration. The Company
believes the lawsuit is without merit and is vigorously defending against it.
Item 1A. | Risk Factors |
There have been no material changes in the Companys risk factors from the disclosure included in
the Companys Annual Report on Form-10-K for the fiscal year ended December 31, 2010.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
There have been no unregistered sales of equity securities in the last three years.
Issuer Purchases of Equity Securities
None.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Removed and Reserved |
Item 5. | Other Information |
None.
Item 6. | Exhibits |
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the Securities and Exchange Commission, as indicated. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. |
Exhibit | ||||
Number | Description | |||
2.1 * | Separation and Distribution Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2008 (Securities and Exchange Commission File No. 001-08598)(the February 12, 2008 Form 8-K)) | |||
3.1 * | Certificate of Incorporation of the Company (Exhibit 3.1 to the Companys Annual Report on Form 10-K dated March 15, 2000 (Securities and Exchange Commission File No. 001-08598) (the 1999 Form 10-K)) |
18
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Exhibit | ||||
Number | Description | |||
3.2 * | Certificate of Correction to Certificate of Incorporation dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K) | |||
3.3 * | Certificate of Designation of Series A Junior Participating Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3 to the 1999 Form 10-K) | |||
3.4 * | Certificate of Amendment of Certificate of Incorporation of the Company dated May 4, 1988 (Exhibit 3.4 to the 1999 Form 10-K) | |||
3.5 * | Certificate of Amendment of Certificate of Incorporation of the Company dated May 3, 1995 (Exhibit 3.5 to the 1999 Form 10-K) | |||
3.6 * | Certificate of Amendment of Certificate of Incorporation of the Company dated May 13, 1998 (Exhibit 3.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (Securities and Exchange Commission File No. 002-74702)(the 2nd Quarter 1998 Form 10-Q)) | |||
3.7 * | Certificate of Ownership and Merger, dated December 20, 2000, but effective as of 11:59 p.m. on December 31, 2000 (Exhibit 99.2 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2000 (Securities and Exchange Commission File No. 001-08598)) | |||
3.8 * | Amended Certificate of Designation of Series A Junior Participating Preferred Stock of the Company dated May 4, 1988 (Exhibit 3.7 to the 1999 Form 10-K) | |||
3.9 * | Certificate of Designation of Series B Common Stock of the Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form 10-K) | |||
3.10 * | Amended and Restated Bylaws of the Company, effective March 9, 2009 (Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2009 (Securities and Exchange Commission File No. 001-08598)(the March 11, 2009 Form 8-K)) | |||
4.1 | Certain rights of the holders of the Companys Common Stock are set forth in Exhibits 3.1-3.10 above | |||
4.2 * | Specimen Form of Certificate representing shares of the Companys Series A Common Stock (Exhibit 4.2 to the Companys Annual Report on Form 10-K dated March 13, 2001 (Securities and Exchange Commission File No. 001-08598)(the 2000 Form 10-K)) | |||
4.3 * | Specimen Form of Certificate representing shares of the Companys Series B Common Stock (Exhibit 4.3 to the 2000 Form 10-K) | |||
4.4 | Instruments defining rights of debt securities: | |||
(1) * | Indenture dated as of June 1, 1997 between the Company and The Chase Manhattan Bank, as Trustee (the Indenture)(Exhibit 4.6(1) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (Securities and Exchange Commission File No. 002-74702)(the 2nd Quarter 1997 Form 10-Q)) | |||
(2) * | $200 million 73/4% Senior Debenture due 2027 (Exhibit 4.6(4) to the 2nd Quarter 1997 Form 10-Q) | |||
(3) * | Officers Certificate dated June 13, 1997 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.6(5) to the 2nd Quarter 1997 Form 10-Q) | |||
(4) * | (a) $200 million 71/4% Senior Debenture due 2027 (Exhibit
4.6(6)(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 (Securities and Exchange Commission File No. 002-74702)(the
3rd Quarter 1997 Form 10-Q)) |
19
Table of Contents
Exhibit | ||||
Number | Description | |||
* | (b) $50 million 71/4% Senior Debenture due 2027 (Exhibit
4.6(6)(b) to the 3rd Quarter 1997 Form 10-Q) |
|||
(5) * | Officers Certificate dated September 26, 1997 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.6(7) to the 3rd Quarter 1997 Form 10-Q) | |||
(6) * | Form of Belo Corp. 63/4% Senior Notes due 2013 (Exhibit 4.3 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2006 (Securities and Exchange Commission File No. 001-08598)(the May 26, 2006 Form 8-K)) | |||
(7) * | Officers Certificate dated May 26, 2006 establishing terms of debt securities pursuant to Section 3.1 of the Indenture (Exhibit 4.2 to the May 26, 2006 Form 8-K) | |||
(8) * | Underwriting Agreement Standard Provisions (Debt Securities), dated May 24, 2006 (Exhibit 1.1 to the May 26, 2006 Form 8-K) | |||
(9) * | Underwriting Agreement, dated May 24, 2006, between the Company, Banc of America Securities LLC and JPMorgan Securities, Inc. (Exhibit 1.2 to the May 26, 2006 Form 8-K) | |||
(10) * | Form of Belo Corp. 8% Senior Notes due 2016 (Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2009 (Securities and Exchange Commission File No. 001-08598)(the November 16, 2009 Form 8-K)) | |||
(11) * | Supplemental Indenture, dated November 16, 2009 among the Company, the Guarantors of the Notes and The Bank of New York Mellon Trust Company, N.A., as Trustee (Exhibit 4.1 to the November 16, 2009 Form 8-K) | |||
(12) * | Underwriting Agreement, dated November 10, 2009, between the Company, the Guarantors of the Notes and JPMorgan Securities, Inc. (Exhibit 1.1 to the November 16, 2009 Form 8-K) | |||
10.1 | Financing agreements: | |||
(1) * | Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company, as Borrower; JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners; Bank of America, N.A., as Syndication Agent; and SunTrust Bank, The Bank of New York, and BNP Paribas, as Documentation Agents; and Mizuho Corporate Bank, Ltd., as Co-Documentation Agent (Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2006 (Securities and Exchange Commission File No. 001-08598)) | |||
(2) * | First Amendment dated as of February 4, 2008 to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company and the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2008 (Securities and Exchange Commission File No. 001-08598)) | |||
(3) * | Second Amendment dated as of February 26, 2009 to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of June 7, 2006 among the Company and the Lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent (Exhibit 10.1(3) to the Companys Annual Report on Form 10-K dated March 2, 2009 (Securities and Exchange Commission File No. 001-08598)(the 2008 Form 10-K)) | |||
(4) * | Guarantee Agreement dated as of February 26, 2009, among Belo Corp., the Subsidiaries of Belo Corp. identified therein and JPMorgan Chase Bank, N.A. (Exhibit 10.1(4) to the 2008 Form 10-K) | |||
(5) * | Amendment and Restatement Agreement, dated as of November 16, 2009 to Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of February 26, 2009, among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto (Exhibit 10.1 to the November 16, 2009 Form 8-K) |
20
Table of Contents
Exhibit | ||||
Number | Description | |||
(6) * | Form of Supplement, dated as of November 16, 2009, to the Guarantee Agreement dated as of February 26, 2009, among the Company, the Subsidiaries of the Company from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Exhibit 10.2 to the November 16, 2009 Form 8-K) | |||
(7) * | First Amendment dated as of August 11, 2010, to its Amended and Restated Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of February 26, 2009, as further amended and restated as of November 16, 2009, among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto (Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2010 (Securities and Exchange Commission File No. 001-08598)) | |||
~10.2 | Compensatory plans: | |||
~(1) | Belo Savings Plan: | |||
* | (a) Belo Savings Plan Amended and Restated effective
January 1, 2008 (Exhibit 99.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 11, 2007
(Securities and Exchange Commission File No. 001-08598)(the December 11,
2007 Form 8-K)) |
|||
* | (b) First Amendment to the Amended and Restated Belo
Savings Plan effective as of January 1, 2008 (Exhibit 10.2(1)(b) to the
Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2008
(Securities and Exchange Commission File No. 001-08598)) |
|||
* | (c) Second Amendment to the Amended and Restated Belo
Savings Plan effective as of January 1, 2009 (Exhibit 10.2(1)(c) to the 2008
Form 10-K) |
|||
* | (d) Third Amendment to the Amended and Restated Belo
Savings Plan effective as of April 12, 2009 (Exhibit 10.1 to the March 11,
2009 Form 8-K) |
|||
* | (e) Fourth Amendment to the Amended and Restated Belo
Savings Plan effective as of September 10, 2009 (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 10, 2009 (Securities and Exchange Commission File No
001-08598)) |
|||
* | (f) Fifth Amendment to the Amended and Restated Belo
Savings Plan dated December 3, 2010 (Exhibit 10.2.1(f) to the Companys
Annual Report on Form 10-K dated March 11, 2011 (Securities and Exchange
Commission file No. 001-08598)) |
|||
~(2) | Belo 1986 Long-Term Incentive Plan: | |||
* | (a) Belo Corp. 1986 Long-Term Incentive Plan (Effective
May 3, 1989, as amended by Amendments 1, 2, 3, 4 and 5) (Exhibit 10.3(2) to
the Companys Annual Report on Form 10-K dated March 10, 1997 (Securities
and Exchange Commission File No. 001-08598)(the 1996 Form 10-K)) |
|||
* | (b) Amendment No. 6 to 1986 Long-Term Incentive Plan,
dated May 6, 1992 (Exhibit 10.3(2)(b) to the Companys Annual Report on
Form 10-K dated March 19, 1998 (Securities and Exchange Commission File No.
002-74702)(the 1997 Form 10-K)) |
|||
* | (c) Amendment No. 7 to 1986 Long-Term Incentive Plan,
dated October 25, 1995 (Exhibit 10.2(2)(c) to the 1999 Form 10-K) |
|||
* | (d) Amendment No. 8 to 1986 Long-Term Incentive Plan,
dated July 21, 1998 (Exhibit 10.3(2)(d) to the 2nd Quarter 1998
Form 10-Q) |
|||
~(3) * | Belo 1995 Executive Compensation Plan, as restated to incorporate amendments through December 4, 1997 (Exhibit 10.3(3) to the 1997 Form 10-K) | |||
* | (a) Amendment to 1995 Executive Compensation Plan,
dated July 21, 1998 (Exhibit 10.2(3)(a) to the 2nd Quarter 1998
Form 10-Q) |
|||
* | (b) Amendment to 1995 Executive Compensation Plan,
dated December 16, 1999 (Exhibit 10.2(3)(b) to the 1999 Form 10-K) |
|||
* | (c) Amendment to 1995 Executive Compensation Plan,
dated December 5, 2003 (Exhibit 10.3(3)(c) to the Companys Annual Report
on Form 10-K dated March 4, 2004 (Securities and Exchange Commission File
No. 001-08598)(the 2003 Form 10-K)) |
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Exhibit | ||||
Number | Description | |||
* | (d) Form of Belo Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.2(3)(d) to the Companys
Annual Report on Form 10-K dated March 6, 2006 (Securities and Exchange
Commission File No. 001-08598)(the 2005 Form 10-K)) |
|||
~(4) * | Management Security Plan (Exhibit 10.3(1) to the 1996 Form 10-K) | |||
* | (a) Amendment to Management Security Plan of Belo Corp.
and Affiliated Companies (as restated effective January 1, 1982)(Exhibit
10.2(4)(a) to the 1999 Form 10-K) |
|||
~(5) | Belo Supplemental Executive Retirement Plan | |||
* | (a) Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2004 (Exhibit 10.2(5)(a) to the
2003 Form 10-K) |
|||
* | (b) Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2007 (Exhibit 99.6 to the
December 11, 2007 Form 8-K) |
|||
* | (c) Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2008 (Exhibit 10.2(5)(c) to the
2008 Form 10-K) |
|||
~(6) * | Belo Pension Transition Supplement Restoration Plan effective April 1, 2007 (Exhibit 99.5 to the December 11, 2007 Form 8-K) | |||
* | (a) First Amendment to the Belo Pension Transition
Supplement Restoration Plan, dated May 12, 2009 (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 14, 2009 (Securities and Exchange Commission File No.
001-08598)) |
|||
* | (b) Second Amendment to the Belo Pension Transition
Supplement Restoration Plan, dated March 5, 2010 (Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 8, 2010 (Securities and Exchange Commission file No.
001-08598)) |
|||
~(7) * | Belo 2000 Executive Compensation Plan (Exhibit 4.15 to the Companys Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 4, 2000 (Securities and Exchange Commission File No. 333-43056)) | |||
* | (a) First Amendment to Belo 2000 Executive Compensation
Plan effective as of December 31, 2000 (Exhibit 10.2(6)(a) to the Companys
Annual Report on Form 10-K dated March 12, 2003 (Securities and Exchange
Commission File No. 001-08598 (the 2002 Form 10-K)) |
|||
* | (b) Second Amendment to Belo 2000 Executive
Compensation Plan dated December 5, 2002 (Exhibit 10.2(6)(b) to the 2002
Form 10-K) |
|||
* | (c) Third Amendment to Belo 2000 Executive Compensation
Plan dated December 5, 2003 (Exhibit 10.2(6)(c) to the 2003 Form 10-K) |
|||
* | (d) Form of Belo Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange Commission on
March 8, 2011 (Securities and Exchange Commission File No. 001-08598)) |
|||
~(8) * | Belo Amended and Restated 2004 Executive Compensation Plan (Exhibit 10.2(8) to the Companys Annual Report on Form 10-K dated March 12, 2010 (Securities and Exchange Commission File No. 001-08598)(the 2009 Form 10-K)) | |||
* | (a) Form of Belo 2004 Executive Compensation Plan Award
Notification for Executive Time-Based Restricted Stock Unit Awards (Exhibit
10.1 to the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 2, 2006 (Securities and Exchange
Commission File No. 001-08598) (the March 2, 2006 Form 8-K)) |
|||
* | (b) Form of Belo 2004 Executive Compensation Plan Award
Notification for Employee Awards (Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange Commission on
March 8, 2011 (Securities and Exchange Commission file No. 001-08598)) |
|||
* | (c) Form of Award Notification under the Belo 2004
Executive Compensation Plan for Non-Employee Director Awards (Exhibit 10.2
to the Companys Current Report on |
22
Table of Contents
Exhibit | ||||
Number | Description | |||
Form 8-K filed with the Securities and Exchange Commission on December 12, 2005 (Securities and Exchange Commission File No. 001-08598)) | ||||
~(9) | * | Summary of Non-Employee Director Compensation (Exhibit 10.2(9) to the 2009 Form 10-K) | ||
~(10) | * | Belo Corp. Change In Control Severance Plan (Exhibit 10.2(10) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (Securities and Exchange Commission File No. 001-08598)) | ||
10.3 | Agreements relating to the spin-off distribution of A. H. Belo: | |||
(1) | * | Tax Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.1 to the February 12, 2008 Form 8-K) | ||
* | (a) First Amendment to Tax Matters Agreement by and
between Belo Corp. and A. H. Belo Corporation dated as of September 14,
2009 (Exhibit 10.1 to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on September 15, 2009 (Securities
and Exchange Commission File No. 001-08598)) |
|||
(2) | * | Employee Matters Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.2 to the February 12, 2008 Form 8-K) | ||
* | (a) Amendment to Employee Matters Agreement as set
forth in the Pension Plan Transfer Agreement dated as of October 6, 2010
(Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 8, 2010 (Securities and
Exchange Commission File No. 001-08598)(the October 8, 2010 Form 8-K)) |
|||
(3) | * | Services Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of February 8, 2008 (Exhibit 10.3 to the February 12, 2008 Form 8-K) | ||
(4) | * | Pension Plan Transfer Agreement by and between Belo Corp. and A. H. Belo Corporation dated as of October 6, 2010 (Exhibit 10.1 to the October 8, 2010 Form 8-K) | ||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
23
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BELO CORP. |
||||
April 27, 2011 | By: | /s/ Carey P. Hendrickson | ||
Carey P. Hendrickson | ||||
Senior Vice President/Chief Financial Officer
and Treasurer (Principal Financial and Accounting Officer) |
||||
24