Back to GetFilings.com

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 28, 2003

OR

For the transition period              to             

Commission File No. 1-6383

MEDIA GENERAL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (804) 649-6000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

The aggregate market value of voting and non-voting stock held by nonaffiliates of the registrant, based upon the closing price of the Company’s Class A Common Stock as reported on the New York Stock Exchange, as of June 29, 2003, was approximately $1,232,500,000.

The number of shares of Class A Common Stock outstanding on February 1, 2004, was 23,010,188. The number of shares of Class B Common Stock outstanding on February 1, 2004, was 555,992.

The Company makes available on its website, www.mediageneral.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K as soon as reasonably practicable after being electronically filed with the Securities and Exchange Commission.

Part I, Part II and Part III incorporate information by reference from the Annual Report to Stockholders for the year ended December 28, 2003. Part III also incorporates information by reference from the proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2004.

Table of Contents

Index to Media General, Inc.

Annual Report on Form 10-K for the Year Ended December 28, 2003

Table of Contents

Part I

Item 1. Business

General

Media General, Inc., is an independent, publicly owned communications company situated primarily in the Southeast with interests in newspapers, television stations, and interactive media. The Company employs approximately 7,500 people on a full or part-time basis. The Company’s businesses are somewhat seasonal; the second and fourth quarters are typically stronger than the first and third quarters.

The Company owns 25 daily newspapers and nearly 100 other publications, as well as 26 (21 southeastern) television stations. The Company also operates more than 50 online enterprises. In recent years the Company has placed significant emphasis on convergence. Convergence combines the unique strengths of newspapers, television, and the Internet to enable the Company to better gather and present news and information to its readers, viewers, and users and on behalf of its advertisers. These efforts were initiated in the Tampa market, where The Tampa Tribune, WFLA-TV and TBO.com share the Company’s News Center facility and work side by side to provide the most comprehensive news, information and entertainment in that market. The success of this initial venture led the Company to introduce convergence to five additional markets in the Southeast where it operates newspapers, television stations and websites in contiguous regions.

The Company believes that the media industry is likely to be entering a period of consolidation. In June 2003, the Federal Communications Commission (FCC) overhauled its broadcast and cross-ownership rules and generally revised its previous ownership restrictions. Of most significance to the Company, the FCC largely eliminated its previous 29 year-old ban on the common ownership of a TV station and a newspaper in the same market and revised its rule governing the ownership of two or more TV stations in a market. The new cross-ownership rule would enable the ownership of a TV station and a newspaper in all but about 30 of the country’s smallest television markets. The new television rule would allow the ownership of two TV stations in a majority of markets. These new rules are currently under Federal Appellate review in Philadelphia and have not yet become effective. A decision is expected during the summer of 2004 and, once effective, the Company believes that it is well positioned to capitalize on opportunities that would enhance its convergence strategy and further its growth in the Southeast. Of course, further court or FCC review or action by Congress could delay the implementation of these new rules or cause them to be modified such that the convergence opportunities of the Company would be narrowed.

Industry Segments

The Company operates in three significant industry segments. For financial information related to these segments see pages 36 and 37 of the 2003 Annual Report to Stockholders, which are incorporated herein by reference. These segments are Publishing, Broadcast, and Interactive Media. Additional information related to each of the Company’s significant industry segments is included below.

Publishing Business

At December 28, 2003, the Company’s wholly owned publishing operations included daily and Sunday newspapers in Virginia, North Carolina, South Carolina, Alabama and Florida. For a summary of

1

Table of Contents

the Company’s daily and Sunday newspapers, see the foldout chart in the 2003 Annual Report to Stockholders, which is incorporated herein by reference. Combined average paid circulation for these newspapers in 2003 was as follows:

The Company also holds 20% of the common stock of the Denver Post Corporation, the parent company of The Denver Post, a daily newspaper in Denver, Colorado. Effective January 2001, The Denver Post and the Denver Rocky Mountain News entered into a Joint Operating Agreement under which the competing newspapers combined their advertising, circulation and production operations, while maintaining separate newsrooms.

The newspaper publishing industry in the United States is comprised of hundreds of public and private companies ranging from large national and regional companies, publishing multiple newspapers across many states, to small privately held companies publishing one newspaper in one locality. The Company is among the top ten publicly held newspaper publishing companies in the United States based on circulation and publishes more daily newspapers in the Southeast than any other company. Moreover, the Company has achieved the number three position in circulation in its chosen southeastern area of focus, with its publications reaching over one million households across the Southeast every week.

All of the Company’s newspapers compete for circulation and advertising with other newspapers published nationally and in nearby cities and towns and for advertising with magazines, radio, broadcast and cable television, the Internet and other promotional media. All of the newspapers compete for circulation principally on the basis of content, quality of service and price.

The primary raw material used by the Company in its publishing operations is newsprint, which is purchased at market prices from various Canadian and United States sources, including SP Newsprint Company (SPNC), in which the Company owns a one-third equity interest. SPNC has mills in Dublin, Georgia, and Newberg, Oregon, with a combined annual capacity in excess of 1 million short tons. The publishing operations of the Company consumed approximately 134,500 short tons of newsprint in 2003. Management of the Company believes that sources of supply under existing arrangements, including a commitment to purchase 40,000 short tons from SPNC, will be adequate in 2004.

Broadcast Business

The ownership, operation and sale of broadcast television stations, including those licensed to the Company, are subject to the jurisdiction of the FCC, which engages in extensive regulation of the broadcasting industry under authority granted by the Communications Act of 1934 (Communications Act) and the rules and regulations of the FCC. The Communications Act requires broadcasters to serve the public interest. Among other things, the FCC assigns frequency bands; determines stations’ locations and operating parameters; issues, renews, revokes and modifies station licenses; regulates and limits changes in ownership or control of station licenses; regulates equipment used by stations; regulates station employment practices; regulates certain program content and commercial matters in children’s programming; has the

2

Table of Contents

authority to impose penalties for violations of its rules or the Communications Act; and imposes annual fees on stations. Reference should be made to the Communications Act, the FCC’s rules, public notices and rulings for further information concerning the nature and extent of federal regulation of broadcast television stations.

The Broadcast Television Division operates 26 network-affiliated television stations in the United States. The following table sets forth certain information on each of these stations:

3

Table of Contents

4

Table of Contents

The primary source of revenues for the Company’s television stations is the sale of time to national and local advertisers. Additional revenue is derived from the network programming carried by major network affiliates.

The Company’s television stations compete for audience and advertising revenues with other television and radio stations, cable programming channels, and cable television systems as well as magazines, newspapers, the Internet and other promotional media. A number of cable television systems and direct-to-home satellite companies (which operate generally on a subscriber payment basis) are in business in the Company’s broadcasting markets and compete for audience by presenting broadcast television, cable network, and other program services. The television stations compete for audience on the basis of program content and quality of reception, and for advertising revenues on the basis of price, share of market and performance.

The television broadcast industry presently is implementing the transition from analog to digital technology in accordance with a mandated conversion timetable established by the Communications Act of the FCC. Twenty-one of the Company’s television stations have begun digital broadcasting and five have been granted indefinite extensions of their construction deadlines by the FCC.

Congress and the FCC have under consideration, and in the future may adopt, new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership transferability and profitability of the Company’s broadcast television stations and affect the ability of the Company to acquire additional stations. In addition to the matters noted above, these include, for example, spectrum use fees, political advertising rates, potential restrictions on the advertising of certain products (such as alcoholic beverages), program content, and ownership rule changes. Other matters that could potentially affect the Company’s broadcast properties include technological innovations and developments generally affecting competition in the mass communications industry, such as personal video recorders, satellite radio and television services, wireless cable systems, low-power television stations, and Internet delivered video programming services.

Interactive Media Business

In January 2001 the Company launched its Interactive Media Division (IMD), which operates in conjunction with its Publishing and Broadcast Divisions to provide online news, information and entertainment to its customers without geographic restrictions. The Division is comprised of more than 50 interactive enterprises, as well as minority investments in several companies. In October 2003, the Company sold Media General Financial Services, Inc., a component of its IMD, to CenterPoint Data, Inc. During 2002, the Division purchased the assets of Boxerjam Media, an online puzzle and game provider.

Among the online enterprises included in the Interactive Media Division, each of the Company’s daily newspapers and television stations is affiliated with a website featuring content from its published products or its television offerings. Online revenues are derived primarily from advertising, which includes varied classified products as well as banner and sponsorship advertisements. The most successful revenue initiatives have involved classified products placed on the Company’s websites; these products represent approximately 62% of the Division’s revenues in 2003. The majority of these revenues are derived from upsell arrangements which have been successfully rolled-out to all markets. Under these upsell arrangements, customers pay a small additional fee to have their classified advertisement placed online simultaneously with its publication in the newspaper.

5

Table of Contents

The Interactive Media Division is acting as a catalyst in the Company’s convergence efforts, which can best be seen at TBO.com, where content from both The Tampa Tribune and WFLA-TV is leveraged to create the most comprehensive online news and information service in the Tampa metropolitan area. With the sale of MGFS and the continued expense of growing the Interactive Media Division’s infrastructure, the Company expects that the Division will start to become profitable in late 2006.

The Company’s online enterprises compete for advertising, as well as for users’ discretionary time, against newspapers, magazines, radio, broadcast and cable television, other websites and other promotional media. These websites compete for users principally on the basis of depth of content, and for advertisers primarily on the strength of technology to deliver advertisements and the quality of that delivery.

Item 2. Properties

The headquarters buildings of Media General, Inc., and the Richmond Times-Dispatch are adjacent to one another in downtown Richmond, Virginia. The Company includes in its results the Variable Interest Entity (VIE) that owns both of these buildings; the Company has an option to purchase these buildings at the end of the lease term. The Company owns a third adjacent building which houses the Interactive Media Division’s and Broadcast Division’s management. The Richmond newspaper is printed at a production and distribution facility located on a site (approximately 90 acres) in Hanover County, Virginia, near Richmond; the acreage beyond the foreseeable needs of the Company is being actively marketed. The Company owns eight other daily newspapers in Virginia, all of which are printed in or around their respective cities at production and distribution facilities situated on parcels of land ranging from one-half acre to six acres. The Tampa, Florida, newspaper is located in a single unit production plant and office building located on a six acre tract in that city. The headquarters of the Company’s Brooksville and Sebring, Florida, daily newspapers are located on leased property in their respective cities; however, these newspapers are printed at the Tampa production facility. The Winston-Salem newspaper is headquartered in one facility in downtown Winston-Salem; its newspaper is printed at a production and distribution facility located on a nearby 12 acre site. The remaining twelve daily newspapers (seven in North Carolina, three in Alabama, and one each in South Carolina and Florida) are printed at production and distribution facilities on sites which range from one-half acre to seven acres, all located in or around their respective cities. The Company owns substantially all of its newspaper production equipment, production buildings and the land where these production facilities reside.

The Company’s broadcast television station, WFLA-TV in Tampa, Florida, occupies its headquarters and studio building; the Company includes in its results the VIE that owns this building and has an option to purchase the building at the end of the lease term. This building adjoins The Tampa Tribune. This structure also serves as a multimedia news center where efforts are combined and information is shared among The Tampa Tribune, WFLA-TV and TBO.com.

The Company’s 26 television stations are located in 12 states (ten southeastern) as follows: four each in Georgia, Kansas and South Carolina; three in Florida; two each in Alabama, Mississippi, and Tennessee; and one in Iowa, Kentucky, Louisiana, North Carolina, and Virginia. Substantially all of the television stations are located on land owned by the Company. Fifteen station tower sites are owned by the Company; eleven are leased.

The Interactive Media Division operates out of and in conjunction with the Publishing and Broadcast properties.

6

Table of Contents

The Company considers all of its properties, together with the related machinery and equipment contained therein, to be well maintained, in good operating condition, and adequate for its present and foreseeable future needs.

Item 3. Legal Proceedings

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 after the Company terminated the swap agreement. On December 23, 2003, Enron filed an action in the United States Bankruptcy Court in the Southern District of New York seeking declaratory relief and damages pursuant to and as a result of early termination of the newsprint swap agreement with the Company. Enron alleges approximately $26.7 million in damages, which purports to represent the forward value of the terminated swap agreement as calculated by Enron. The action states that it is one of many “trading cases” that Enron has filed in its bankruptcy proceeding, and that this action currently is subject to a standing order applicable to all trading cases that automatically refers this action to mediation and stays certain pretrial proceedings. On February 20, 2004, the Company filed two motions in the Bankruptcy Court: a motion to dismiss Enron’s complaint, or, in the alternative, to compel arbitration of the dispute; and a motion to withdraw the case from Bankruptcy Court so that the dispute can be heard by an arbitrator or the District Court. The dismissal motion is subject to the stay, and the withdrawal motion will be referred to the District Court. The Company disputes Enron’s claims, as well as its categorization of this as a typical Enron “trading case,” and believes no further payments are due under the terminated swap agreement. The Company intends to defend this action vigorously and does not believe that resolution of this matter will be material to its results of operations, financial position or cash flow.

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

None

Executive Officers of the Registrant

7

Table of Contents

Officers of the Company are elected at the Annual Meeting of the Board of Directors to serve, unless sooner removed, until the next Annual Meeting of the Board of Directors and/or until their successors are duly elected and qualified.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Reference is made to page 45 of the 2003 Annual Report to Stockholders, which is incorporated herein by reference, for information required by this item.

Item 6. Selected Financial Data

Reference is made to pages 46 and 47 of the 2003 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to pages 17 through 23 of the 2003 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Reference is made to pages 21, 30, 35 and 44 of the 2003 Annual Report to Stockholders, which are incorporated herein by reference, for information required by this item.

Item 8. Financial Statements and Supplementary Data

Consolidated financial statements of the Company as of December 28, 2003, and December 29, 2002, and for each of the three fiscal years in the period ended December 28, 2003, and the report of independent auditors thereon, as well as the Company’s unaudited quarterly financial data for the fiscal years ended December 28, 2003, and December 29, 2002, are incorporated herein by reference from the 2003 Annual Report to Stockholders pages 24 through 45.

8

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

The Company’s management, including the chief executive officer and chief financial officer, performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the chief executive officer and chief financial officer, concluded that the Company’s 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 Company’s internal controls or in other factors that are reasonably likely to adversely affect internal control subsequent to the date of this evaluation.

PART III

Item 10. Directors and Executive Officers of the Registrant

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 29, 2004, with respect to directors, executive officers, Code of Business Conduct and Ethics, audit committee, and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance, except as to certain information regarding executive officers included in Part I.

Item 11. Executive Compensation

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 29, 2004.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 29, 2004.

Item 13. Certain Relationships and Related Transactions

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 29, 2004.

Item 14. Principal Accountant Fees and Services

Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders on April 29, 2004.

9

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

The financial statements and schedules listed in the accompanying index to financial statements and financial schedules are filed as part of this annual report.

3. Exhibits

The exhibits listed in the accompanying index to exhibits are filed as part of this annual report.

On October 15, 2003, the Company filed a Form 8-K to report the Company’s October 15, 2003, press releases regarding third-quarter results and September revenues.

On January 28, 2004, the Company filed a Form 8-K to report the Company’s January 28, 2004, press releases regarding fourth-quarter results and December revenues.

Index to Financial Statements and Financial Statement Schedules - Item 15(a)

10

Table of Contents

Schedules other than Schedule II, listed above, are omitted since they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

The consolidated financial statements of Media General, Inc. (except for Note 12 which is provided below), listed in the above index which are included in the Annual Report to Stockholders of Media General, Inc., for the fiscal year ended December 28, 2003, are incorporated herein by reference. With the exception of the pages listed in the above index and the information incorporated by reference included in Parts I, II and III, the 2003 Annual Report to Stockholders is not deemed filed as part of this report.

The following financial statement footnote was not included in the Annual Report:

Note 12: Guarantor Financial Information

In August 2001, the Company filed a universal shelf registration for combined public debt or equity securities totaling up to $1.2 billion (see Note 5). The Company’s subsidiaries are 100% owned except for certain VIEs described in Note 1; all subsidiaries except those in the non-guarantor column (which includes the VIEs and the Company’s 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.

11

Table of Contents

Media General, Inc.

Condensed Consolidating Balance Sheets

As of December 28, 2003

(In thousands)

12

Table of Contents

Media General, Inc.

Condensed Consolidating Balance Sheets

As of December 29, 2002

(In thousands)

13

Table of Contents

Media General, Inc.

Condensed Consolidating Statements of Operations

Fiscal Year Ended December 28, 2003

(In thousands)

14

Table of Contents

Media General, Inc.

Condensed Consolidating Statements of Operations

Fiscal Year Ended December 29, 2002

(In thousands)