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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2004

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission File Number: 333-112246

 


 

Morris Publishing Group, LLC

Morris Publishing Finance Co.*

(Exact name of Registrants as specified in their charters)

 


 

Georgia   58-1445060
Georgia   20-0183044
(State of organization)   (I.R.S. Employer Identification Numbers)

 

725 Broad Street

Augusta, Georgia 30901

(Address of principal executive offices)

 

(706) 724-0851

(Registrants’ Telephone number)

 


 

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

None

 

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

None

 


 

Indicate by check mark whether the Registrants (1) have 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) have 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 the registrants’ 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 Registrants are accelerated filers (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

 

The aggregate market value of the voting and non-voting common equity of the registrants held by non-affiliates is $0 as of June 30, 2004 and currently.

 

* Morris Publishing Finance Co. meets the conditions set forth in General Instruction I (1) (a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format.

 



Table of Contents

TABLE OF CONTENTS

 

          Page

Forward Looking Statements

   iii

Part I

         

Item 1.

  

Business

   1

Item 2.

  

Properties

   16

Item 3.

  

Legal Proceedings

   17

Item 4.

  

Submission of Matters to a Vote of Security Holders

   18

Part II 

         

Item 5.

  

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   19

Item 6.

  

Selected Financial Data

   20

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   22

Item 7A.

  

Quantitative and Qualitative Disclosure about Market Risk

   35

Item 8.

  

Financial Statements and Supplementary Data

   37

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   60

Item 9A.

  

Controls and Procedures

   60

Item 9B.

  

Other Information

   60

Part III

         

Item 10.

  

Directors and Executive Officers of the Registrant

   61

Item 11.

  

Executive Compensation

   63

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   66

Item 13.

  

Certain Relationships and Related Transactions

   67

Item 14.

  

Principal Accountant Fees and Services

   69

Part IV 

         

Item 15.

  

Exhibits and Financial Statement Schedules,

   70

 

Morris Publishing Group, LLC is a wholly owned subsidiary of Morris Communications Company, LLC, a privately held media company. Morris Publishing Finance Co., a wholly-owned subsidiary of Morris Publishing Group, LLC, was incorporated in 2003 for the sole purpose of serving as a co-issuer of our senior subordinated notes in order to facilitate the offering. Morris Publishing Finance Co. does not have any operations or assets of any kind and will not have any revenues. In this report, “Morris Publishing,” “we,” “us” and “our” refer to Morris Publishing Group, LLC and its subsidiaries. “Morris Communications” refers to Morris Communications Company, LLC. Morris Publishing Group was formed in 2001 and assumed the operations of the newspaper business segment of our parent, Morris Communications. Discussions of Morris Publishing and our operations prior to November 2001 include the business as previously conducted by the Morris Communications newspaper business segment.

 

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FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements. These statements relate to future periods and include statements regarding our anticipated performance. You may find discussions containing such forward-looking statements in “Managements Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this report.

 

Generally, the words “anticipates”, “believes”, “expects”, “intends”, “estimates”, “projects”, “plans” and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that these statements are based upon reasonable assumptions, we can give no assurance that these statements will be realized. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this report. We assume no obligation to update or revise them or provide reasons why actual results may differ. Important factors that could cause our actual results to differ materially from our expectations include, without limitation:

 

    delay in any economic recovery or the recovery not being as robust as might otherwise have been anticipated;

 

    increases in financing, labor, health care and/or other costs, including costs of raw materials, such as newsprint;

 

    general economic or business conditions, either nationally, regionally or in the individual markets in which we conduct business (and, in particular, the Jacksonville, Florida market), may deteriorate and have an adverse impact on our advertising or circulation revenues or on our business strategy;

 

    other risks and uncertainties.

 

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Part I

 

Item 1—Business

 

Information availability

 

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge on our web site, www.morris.com, as soon as feasible after such reports are electronically filed with or furnished to the Securities and Exchange Commission. In addition, information regarding corporate governance at Morris Publishing and our parent, Morris Communications, is also available on our web site. The information on our web site is not incorporated by reference into, or as part of, the Report on Form 10-K.

 

The company

 

Morris Publishing is a private company owned by the William S. Morris III family as part of their Morris Communications group of companies. The Morris Publishing Group consists of 26 daily and 12 non-daily newspapers, 4 city magazines and numerous other free publications. Our corporate offices are located at 725 Broad Street, Augusta, Georgia, 30901 and our telephone number at this address is 706-724-0851.

 

We publish newspapers in the United States. For the year 2004, our newspapers had average daily and Sunday paid circulation (unaudited) aggregating approximately 677,000 and 755,000, respectively. Our largest newspapers are The Florida Times-Union, Jacksonville, Florida, The Augusta Chronicle, Georgia, The Topeka Capital-Journal, Kansas, Savannah Morning News, Georgia, Lubbock Avalanche-Journal, Texas and Amarillo Globe-News, Texas, which combined account for approximately 67% of our average daily circulation.

 

We also print and distribute periodical publications and operate commercial printing operations in conjunction with our newspapers. In addition, our newspaper operations generate revenues from online media formats.

 

Our newspapers are geographically diverse, primarily serving mid-sized to small communities in Florida, Georgia, Texas, Kansas, Nebraska, Oklahoma, Michigan, Missouri, Minnesota, Alaska, Arkansas, South Dakota, Tennessee and South Carolina. The majority of our daily newspapers have no significant competition from other local daily newspapers in their respective communities. However, from time to time, each individual newspaper may perform better or worse than our newspaper group as a whole due to certain local conditions, particularly within the retail, auto, housing and labor markets.

 

We have been consistently profitable in varying economic climates, with generally stable operating results. Our total operating revenues for 2004 were $456 million and have ranged between $433 million and $455 million over the previous four years. Operating income was $81.5 million in 2004 and has ranged between $68.4 million and $88.3 million over the previous four years. Our operating margin was 17.9% in 2004 and has ranged between 15.6% and 20.4% during the previous four years.

 

We have two primary sources of revenue: advertising and circulation. In 2004, advertising revenue represented 80.7% of total operating revenues. Retail, classified and national advertising revenue represented 53.2%, 39.2% and 7.6%, respectively, of total advertising revenue. Circulation revenue comprised 15.4% of total operating revenue. Our other revenues consist primarily of commercial printing and other online revenues.

 

Advertising revenue is primarily determined by the linage, rate and mix of advertisement. The advertising rate depends largely on our market reach, primarily through circulation, and market penetration. Circulation revenue is based on the number of copies sold.

 

Employee and newsprint costs are the primary costs at each newspaper. Labor and employee costs have represented 45- 50% of our total operating expenses while newsprint costs have represented 10 – 15% of

 

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our total operating expenses. Historically, newsprint has been subject to significant price fluctuations from year to year, unrelated in many cases to general economic trends. Supply and demand has typically controlled pricing. We believe that the current sources for newsprint are adequate to meet our current and foreseeable demand.

 

History

 

Morris Publishing was formed in 2001 as “MCC Newspapers, LLC” to own and operate the newspaper business historically operated by our parent, Morris Communications. Discussions of Morris Publishing and our results of operations include the business as previously conducted by the Morris Communications newspaper business segment. We changed our name to Morris Publishing Group, LLC in July 2003.

 

William S. Morris III joined our business in the 1950s and has been our chairman for more than three decades. William S. Morris IV, his elder son, is president and CEO of Morris Publishing. The Morris family became involved with The Augusta Chronicle in 1929, when William S. Morris, Jr., father of today’s chairman, became its bookkeeper. The Augusta Chronicle was started in 1785 as the Augusta Gazette, the city’s first newspaper. Mr. Morris, Jr. purchased The Augusta Chronicle in the early 1940s with a partner, and later purchased his partner’s half interest. In 1955, Mr. Morris, Jr., purchased Augusta’s afternoon paper The Augusta Herald.

 

With the Augusta newspapers as a base, our expansion commenced in 1956 with the purchase of a radio and television station in Augusta and an initial public offering of common shares. In the 1960s, we sold the television station and purchased two other daily newspapers in Georgia—one in Savannah and one in Athens. Also, during the 1960’s, our public shares were repurchased and we returned to our current private status. In 1972, we purchased our Texas newspapers in Amarillo and Lubbock. In 1983, we acquired The Florida Publishing Company, which included The Florida Times-Union and other Florida newspapers.

 

Our expansion continued in 1995 with the purchase of all of the outstanding stock of Stauffer Communications, Inc. This purchase included 20 daily newspapers, non-daily newspapers and shoppers, as well as television and radio stations and other properties that are owned, or have been disposed of, by Morris Communications or its other operating subsidiaries.

 

Recent events

 

On February 24, 2005, Morris Publishing Group entered into an amendment with respect to its existing Management and Services Agreement with MSTAR Solutions, LLC (“MSTAR Solutions”), a subsidiary of Morris Communications. The amendment effective as of January 1, 2005, changes the annual fee calculation to the lesser of the existing fee or 2.5% of Morris Publishing Group’s annual total operating revenues. The existing fee was Morris Publishing Group’s allocable share (based upon usage) of the actual annual costs of operations of MSTAR Solutions, including third party costs, as allocated by Morris Communications. The separate 4% management fee payable to Morris Communications Company under the original agreement was not modified.

 

On February 21, 2005, Morris Publishing Group entered into an amendment with respect to its existing lease on the Savannah newspaper facilities in order to add the administration building, which was recently constructed by the current lessor and is adjacent to the other production facilities currently leased. The annual base rent for the 78,000 square foot administration building is $980,000. The lease was effective as of November 1, 2004 and expires December 31, 2012, concurrent with the termination of the lease of the remainder of the facilities. The lessor is an entity indirectly owned by three of Morris Publishing Group’s directors, William S. Morris IV, J. Tyler Morris and Susie Morris Baker.

 

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Industry background

 

Key revenue drivers

 

The newspaper industry is reported to generate annual revenues of approximately $56 billion primarily based on advertising and circulation. For typical newspapers, 70-75% of their total revenue is derived from advertising, while 15-20% comes from circulation. Other sources account for 5-15%. Other revenue streams may include commercial printing, shoppers and magazines, direct marketing and online revenues, including advertising and web site development.

 

While newspaper revenue is directly impacted by the level of advertising, it is indirectly impacted by market conditions and factors like demand and interest rates. Newspaper companies can affect, to some extent, the demand for advertising by influencing circulation and readership, and by adjusting advertising rates, sales efforts and customer service.

 

There are three major classifications of newspaper advertising: retail, classified, and national.

 

    Retail advertising, also called local advertising, makes up approximately 47% of total newspaper advertising. Department and discount stores, grocery and drug stores, and furniture and appliance stores are the main advertisers in this category.

 

    Classified advertising includes employment, real estate, automotive and other categories, and comprises approximately 36% of total advertising; it is the most cyclical type of newspaper advertising.

 

    National advertising, also known as general advertising, includes manufacturers’ product advertising, travel and resorts. This category is the smallest, comprising approximately 17% of the total, and carries the highest rates.

 

In the past decade, newspapers in general have been reported to have increased advertising revenue but lost advertising market share. In 1990, the newspaper industry was reported to capture $32 billion in advertising revenue and to have garnered a 25% share of advertising market expenditures. Revenue was reported to rise to $45 billion in 2003, but advertising market share was reported to decline to 18% in 2003. While newspapers may continue to lose advertising market share to other media, we believe newspapers should remain competitive.

 

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Key cost drivers

 

The two largest costs of a newspaper are labor and newsprint.

 

Labor: Labor costs represent approximately 35-40% of newspapers’ total revenues. Total industry employment steadily declined in the 1990s, as significant investment in more automated production methods has led to efficiencies and higher productivity per worker. However, industry-wide medical health care insurance and pension benefit costs are rising.

 

Newsprint: Newsprint costs represent approximately 10-15% of newspapers’ total revenues, and supply and demand has typically controlled its pricing. Since 1990, quarterly average newsprint costs ranged from $420 to $740 per metric ton and averaged $533 per metric ton during the same period. Newsprint prices increased by almost 11% on average during 2004 and 20% on average in 2003 compared to 2002.

 

Newspapers continue to face volatile newsprint prices. In the first half of 2001, newsprint prices in the U.S. were at their highest point since mid-1996. Prices dropped to their lowest level in a decade in mid-2002, but have trended upward since then. Prices are expected to increase on average from 12% to 14% in 2005. Much of the newsprint consumed in the U.S. comes from Canada and a rise in the value of the Canadian dollar consolidated with production curtailments may offset stable demand and drive prices higher in the near term.

 

Circulation

 

Circulation is important to the newspaper industry in two ways. From an editorial perspective, increased circulation demonstrates the quality of the editorial product and the demand for the paper from readers. From a revenue perspective, advertisers are willing to pay higher rates for greater reach.

 

The newspaper industry has faced circulation and readership declines since the 1980s. Over the past 25 years, the total number of daily newspapers in the United States has decreased from 1,745 in 1980 to 1,468 in 2004. The drop is largely due to a 49% decline in evening newspapers, principally because of the emergence of nightly news broadcasts, 24-hour news channels, and the internet. The total number of morning newspapers has doubled and Sunday newspapers have increased by 24%.

 

The advertising recession has driven publishing companies to significantly reduce their operating costs. Consequently, the industry is experiencing a trend towards consolidation. By owning multiple properties in specific markets, newspaper publishers can spread costs and achieve greater efficiencies.

 

Recently enacted telemarketing rules adopted by the Federal Trade commission and Federal Communications Commission, including the National Do-Not-Call Registry and regulations will have an impact on the industry’s ability to source subscriptions through telemarketing.

 

Online

 

The internet provides an additional medium through which newspapers reach audiences, and newspapers have ventured online to increase readership and leverage their local brands.

 

Approximately 62% percent of internet users looking for local news are reported to turn to online newspapers; this has helped newspapers secure a reported 39% of local online advertising spending in 2004. Broadcast television is reported to have collected 5% of internet revenues last year.

 

The majority of local online advertising dollars comes from classifieds, with the internet accounting for about 33% of all help wanted revenues. While most large newspapers have fallen behind Monster.com in both listings and revenues, the smaller market newspaper listings and total revenues are 2 to 5 times that of Monster.com and other competitors combined.

 

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Industry and market data

 

Unless otherwise indicated, information contained in this report concerning the newspaper industry, our general expectations concerning the industry and its segments and our market position and market share within the industry and its segments are derived from data from various third party sources as well as management estimates. Management’s estimates are derived from third party sources as well as data from our internal research and from assumptions made by us, based on such data and our knowledge of the newspaper industry which we believe to be reasonable. We have not independently verified any information from third party sources and cannot assure you of its accuracy or completeness. Our internal research has not been verified by any independent source. While we are not aware of any misstatements regarding any industry or similar data presented herein, such data involves risks and uncertainties, and is subject to change based on various factors.

 

Data on our market position and market share within our industry is based, in part, on independent industry publications, government publications, reports by market research firms or other published independent sources, including Newspaper Association of America and Audit Bureau of Circulation statistics. Unless otherwise indicated, all circulation information contained in this report for Morris is based upon our internal records, and represents yearly averages for daily or Sunday circulation.

 

Operating strategy

 

Our strategy is to be the preeminent source of news, information, advertising and entertainment in our markets by:

 

    Remaining an aggressive, agile, innovative and market-driven company, leading our markets by building strong communities.

 

    Creating marketplaces, growing market share and maintaining financial strength by creating, acquiring and continually improving products, multimedia platforms, services, and our efficiency.

 

    Providing our valued employees an environment, that both motivates and inspires them to continue to produce superior products and to further enhance customer service.

 

Achieving this strategy is based upon the following initiatives:

 

    Being a leader in providing local information and advertising. We believe we are the trusted source of local news, information, and local advertising in the communities we serve. As the leading provider of local news and information in print and online formats in our markets, we believe we can both maintain and increase our readership and our share of local advertising expenditures.

 

    Increasing readership. We are committed to maintaining the high quality of our newspapers and their editorial integrity to assure continued reader loyalty. Through extensive market research we strive to deliver the service and content each of our markets demand. Our newspapers have won various editorial awards in many of our markets. Furthermore, by introducing niche publications that address the needs of targeted groups and by offering earlier delivery times, we continue to create opportunities to introduce new readers to our newspapers.

 

    Growing advertising revenue. Through targeted market research, we attempt to understand the needs of our advertisers. This market understanding enables us to develop programs that address the individual needs of our advertisers and to appeal to targeted groups of advertisers and readers with niche publications addressing specific areas such as real estate, automobiles, employment, farming, nursing, antiques, college student guides, foreign language and other items of local interest. In addition, we are dedicated to establishing a better trained and focused sales staff.

 

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We expect these initiatives, combined with our focus on increasing readership, to enhance our opportunities to increase our revenues.

 

    Enhancing our web sites to complement our daily newspapers. To further support our readership and revenue growth initiatives, we have made a substantial commitment to enhancing our local web sites that complement all of our daily newspapers. Over the last four years, our newspapers have won 22 national Digital Edge awards from the Newspaper Association of America. We continue to pursue various initiatives to attract new readers and grow revenues.

 

    Centralizing operations to support multiple publications. We create synergies and cost savings, including through cross selling of advertising, centralizing newsgathering and consolidating printing, production and back-office activities. This involves producing our weekly newspapers, free distribution shoppers and additional niche or regional publications using the facilities of our daily newspapers. We can thereby improve distribution, introduce new products and services in a cost-effective manner and increase readership, offering advertisers expanded reach both geographically and demographically.

 

    Focusing on cost control. We continue to focus on managing our operating costs. Recent initiatives to further reduce costs include creation, beginning in 2002, of a Shared Services Center, established by Morris Communications, serving Morris Publishing as well as other Morris Communications’ companies, which we expect over time to create cost synergies by leveraging technologies and simplifying, standardizing and centralizing most administrative functions, thereby reducing our headcount. While near term costs have increased since beginning the conversion process to the Shared Services Center, this initiative is expected to result in aggregate annual cost savings of up to $10.0 million. At the end of 2002, we began participation in a newsprint purchasing consortium.

 

At the end of 2004, we had converted the majority of our larger newspapers’ financial systems to the operating platform. We expect the conversion of our remaining newspapers to be complete by the end of the second quarter 2005. We will complete the conversion to the media platform by the end of 2007.

 

    Investing in strategic technologies. In conjunction with the Shared Services Center initiative, we will utilize technology to help streamline our back-office operations, improve efficiency and reduce employee headcount. Additionally, we continue to explore technologies that will enable us to more efficiently print, produce and deliver our newspapers.

 

Our operating strategy may not successfully increase revenues and cash flows, based upon a number of factors. For example, a decline in economic conditions, the effects of competition from newspapers or other forms of advertising, or a decrease in the price of local or national advertising could adversely affect our advertising revenues. Our circulation may be adversely affected by competition from other publications and other forms of media and a declining number of regular newspaper buyers. A decline in circulation could adversely affect both our circulation revenue and our advertising revenue, because advertising rates are dependent upon readership. Further, our efforts to control costs, especially newsprint costs, and to create operating synergies may not be as successful as we anticipate.

 

Strategic acquisitions

 

We may, from time to time, seek strategic or targeted investments, including newspaper acquisitions and dispositions and, in that regard, we periodically review newspaper and other acquisition candidates that we believe are underperforming in terms of operating cash flows, are in the same geographic region as one of our existing newspapers where we can achieve an efficient operating cluster of newspapers, or otherwise present us with strategic opportunities for growth. Acquisitions would be made only in circumstances in which management believes that such acquisitions would contribute to our overall growth strategy, whether through revenue growth or cost reduction opportunities, and represent attractive values based on price. In addition, we may, in connection with such acquisitions, or otherwise, dispose of

 

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or realign our newspapers and this could be accomplished by dispositions, swaps, the exchange of one newspaper for another newspaper, or joint ventures in which we and others may contribute newspaper properties to be owned and operated through a joint venture. We may not control such joint ventures and any contribution of assets to a joint venture may reduce our ability to access cash from those assets contributed to the joint venture. Morris Publishing currently has no present commitments with respect to any material acquisitions, dispositions or joint ventures.

 

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Newspapers

 

The following table sets forth our 26 daily newspapers and their web site address:

 

Daily newspaper markets


 

Publication


 

Internet domain


Alaska        

    Juneau

  Juneau Empire   juneauempire.com

    Kenai

  Peninsula Clarion   peninsulaclarion.com
Arkansas        

    Conway

  Log Cabin Democrat   thecabin.net
Florida        
    Jacksonville   The Florida Times-Union   jacksonville.com

    St. Augustine

  The St. Augustine Record   staugustine.com

    Winter Haven

  News Chief   polkonline.com
Georgia        

    Athens

  Athens Banner-Herald   onlineathens.com

    Augusta

  The Augusta Chronicle   augustachronicle.com

    Savannah

  Savannah Morning News   savannahnow.com
Kansas        

    Dodge City

  Dodge City Daily Globe   dodgeglobe.com

    Newton

  The Newton Kansan   thekansan.com

    Pittsburgh

  The Morning Sun   morningsun.net

    Topeka

  The Topeka Capital-Journal   cjonline.com
Michigan        

    Hillsdale

  Hillsdale Daily News   hillsdale.net

    Holland

  The Holland Sentinel   hollandsentinel.com
Minnesota        

    Brainerd

  The Brainerd Daily Dispatch   brainerddispatch.com
Missouri        

    Hannibal

  Hannibal Courier Post   hannibal.net

    Independence/Blue Springs

  The Examiners   examiner.net
Nebraska        

    Grand Island

  The Grand Island Independent   theindependent.com

    York

  York News-Times   yorknewstimes.com
Oklahoma        

    Ardmore

  The Daily Ardmoreite   ardmoreite.com

    Shawnee

  The Shawnee News-Star   news-star.com
South Dakota        

    Yankton

  Yankton Daily Press & Dakotan   yankton.net
Tennessee        

    Oak Ridge

  The Oak Ridger   oakridger.com
Texas        

    Amarillo

  Amarillo Globe-News   amarillonet.com

    Lubbock

  Lubbock Avalanche-Journal   lubbockonline.com

 

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The following daily newspapers are in our six largest markets, which together account for approximately 67% of our average daily circulation:

 

Jacksonville. The Florida Times-Union, which we have operated since 1983, is our largest newspaper and serves the Jacksonville, Florida designated market area of approximately 609,000 households with a population approximately 1.2 million. Moreover, an estimated 396,000 north Floridians read The Florida Times-Union daily, 550,000 read The Florida Times-Union on Sunday and 697,000 read The Florida Times-Union at least once in seven days. In this market, we publish various niche publications such as Jacksonville, a newcomer’s guide; Water’s Edge, a lifestyle publication for affluent readers; and Skirt Magazine, a women’s magazine. We also publish three contract military publications, two of which have been awarded the highest Navy awards for excellence.

 

Augusta. The Augusta Chronicle, which we have operated since the early 1940s, is our second largest newspaper and serves the Augusta, Georgia community of approximately 207,000 households with a population approximately 553,000. We expect continued growth in Augusta, through a city magazine, and a variety of targeted niche publications, as well as in the surrounding communities, through the purchase in 2003 of The News and Farmer, a weekly newspaper serving Louisville, Georgia, and the launch of the McDuffie Mirror, a new weekly publication serving Thomson, Georgia. In addition, we have launched new publications, including Skirt Magazine, a women’s magazine, and LOUNGE, a young adult publication. The Augusta Chronicle web site has won awards for quality and creativity, including the 2005 Best Automotive Site Award for medium sized newspaper.

 

Topeka. The Topeka Capital-Journal, which we have operated since 1995, serves the Topeka, Kansas community of approximately 99,000 households with a population approximately 249,000. Through marketing partnerships with other Morris Communications subsidiaries, and through the development of more products such as Hers Kansas and Rock Kansas, the Topeka Capital-Journal has increased its daily and Sunday circulation. The Topeka Capital-Journal also publishes a wide variety of books aimed at serving the community and its visitors, including a pictorial history of Topeka as well as several publications devoted to the University of Kansas sports teams. CJ Online, our online counterpart to The Topeka Capital-Journal, averages over 6.1 million page views per month. CJ Online has won several prestigious awards, including being named the best newspaper internet site by the Newspaper Association of America and Editor and Publisher Magazine.

 

Savannah. The Savannah Morning News, which we have operated since the 1960s, serves the Savannah, Georgia community of approximately 118,000 households with a population total of approximately 312,000. During 2004 we launched Skirt Magazine, a free distribution women’s magazine. In addition, the newspaper relocated during 2004 to its new state of the art facilities leased from a related third party. The 245,000 square foot facility, which includes a 145,000 square foot production facility, has enhanced newpaper and commercial printing capabilities along with substantial improvements in its packaging and distribution capabilities.

 

Lubbock. The Lubbock Avalanche-Journal, which we have operated since 1972, serves the Lubbock, Texas community of approximately 139,000 households with a total population of approximately 376,000. Lubbock Online, our online counterpart to The Lubbock Avalanche-Journal, averages over 4.1 million page views per month.

 

Amarillo. The Amarillo Globe-News, which we have operated since 1972, serves the Amarillo, Texas community of approximately 146,000 households with a population approximately 390,000.

 

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The following table sets forth our non-daily publications, most of which are in close proximity to daily newspaper markets:

 

Market


 

Publication


Non-daily newspapers    

Alaska

   

Homer

  Homer News

Juneau

  The Capital City Weekly*

Georgia

   

Martinez

  The Columbia County News Times

Thomson

  The McDuffie Mirror

Louisville

  The News and Farmer**

Kansas

   

Dodge City

  La Estrella

Girard

  Girard City Press***

Minnisota

   

Pequot Lakes

  Lake Country Echo

Pequot Lakes

  Pine River Journal

South Carolina

   

Ridgeland

  Hardeeville Times

Ridgeland

  Jasper County Sun

South Dakota

   

Vermillion

  Vermillion Plains Talk
City magazines    

Florida

   

Jacksonville

  Waters Edge

Georgia

   

Athens

  Athens Magazine

Augusta

  Augusta Magazine

Savannah

  Savannah Magazine
Visitor publications    

Florida

   

Jacksonville/St. Augustine

  Best Read Guide

Georgia

   

Savannah

  Best Read Guide

Texas

   

Amarillo

  Best Read Guide

* Acquired in 2004
** Acquired in 2002
*** Acquired in 2003

 

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In addition, Morris Publishing circulates the following free community publications as part of its strategic initiative to maximize penetration in certain markets:

 

Market


  

Publication


Florida

    

Haines City

  

Ridge Shopper

Jacksonville

  

Skirt Magazine

Lake Wales

  

Lake Whales Shopper

Winter Haven

  

Winter Haven Shopper

Georgia

    

Augusta

  

Skirt Magazine

Augusta

  

LOUNGE

Savannah

  

Skirt Magazine

Kansas

    

Dodge City

  

The Shopper’s Weekly

Michigan

    

Allegan

  

Flashes Shopping Guide

Holland

  

Flashes Shopping Guide

Lakeshore

  

Flashes Shopping Guide

Kalamazoo

  

Flashes Shopping Guide

Quad Cities

  

Flashes Shopping Guide

Zeeland

  

Flashes Shopping Guide

Jonesville

  

Flashes Shopping Guide

Minnesota

    

Pequot Lakes

  

Echoland Shopper

Pine River

  

Piper Shopper

Missouri

    

Oak Grove

  

Town & Country Extra

Nebraska

    

Grand Island

  

Mid-Nebraska Connections

York

  

Trade & Transactions

North Carolina

    

Charlotte

  

Skirt Magazine

South Carolina

    

Bluffton

  

The Okatie Sun

Charleston

  

Skirt Magazine

Ridgeland

  

The Jasper Shopper

South Dakota

    

Yankton

  

Missouri Valley Shopper

Vermillion

  

The Broadcaster

 

In addition, Morris Publishing owns Flashes Printing, a commercial printing operation located in Michigan, which also prints the Holland Sentinel daily newspaper and publishes the Flashes Shopping Guides.

 

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During 2004, as part our strategic initiative to increase our presence in niche publications, we acquired Skirt Magazine, a free distribution women’s magazine based in Charleston. Following the acquisition, we started the additional Skirt Magazines located in Augusta, Charlotte, Savannah and Jacksonville.

 

Morris Publishing management expense

 

Morris Communications, our parent, provides management and related services to us, as well as its other operating subsidiaries. Currently, a significant portion of Morris Communications’ time is devoted to our affairs.

 

Morris Communications provides senior executive management services and personnel (including the services of Mr. William S. Morris III, Mr. William S. Morris IV, Craig S. Mitchell and Steve K. Stone), as well as general and administrative services such as legal, accounting, finance and treasury, tax, merger and acquisition, risk management, human resources/personnel, employee benefits, travel and aircraft usage, corporate communications, real estate, online services, architectural and engineering, and external and internal audit functions, purchasing and participation in the Shared Services Center operated by MStar Solutions.

 

As compensation for these services, beginning August 7, 2003, Morris Communications is entitled to receive annual management fees (payable monthly) equal to the greater of 4.0% of our annual total operating revenues or the amount of actual expenses allocable to the management of our business (such allocations to be based upon time and resources spent on the management of our business by Morris Communications). Prior to August 7, 2003, Morris Communications’ costs of providing these services were allocated among its operating divisions and our allocated share is reflected in our financial statements. From the year 2000 through August 7, 2003, our allocable costs for the services provided by Morris Communications ranged from approximately 3.9% to 4.4% of our annual total operating revenues. For 2004, the fee was $18.2 million, based upon 4.0% of our 2004 total operating revenues.

 

In addition, as part of the initiatives commenced in 2002 to move to a shared services concept, our parent created MStar Solutions, LLC, an organization that provides savings and cost efficiencies by leveraging purchasing power; centralizing, standardizing and simplifying back office and administrative procedures; creating and implementing an advanced business platform, and leveraging the technology platform. We have paid our allocable share (based upon usage) of the actual costs of operations of MStar Solutions. Commencing in 2005, the services agreement was amended to cap the payment to MStar Solutions at 2.5% of annual total net operating revenues.

 

The term of the amended services agreement did not change and will still terminate in 2013 on the due date the senior subordinated bonds. Morris Communications may terminate the agreement if Morris Publishing fails to pay the fees or experiences a change in control. We may terminate the agreement if Morris Communications fails to cure a material breach, performs dishonestly, files bankruptcy, or in certain other events.

 

Employee relations

 

As of December 31, 2004, Morris Publishing employed approximately 3,412 full-time and 949 part-time employees, none of whom was covered by collective bargaining agreements. We believe that our relations with our employees are generally good.

 

Seasonality

 

Newspaper companies tend to follow a distinct and recurring seasonal pattern. The first quarter of the year tends to be the weakest quarter because advertising volume is then at its lowest level. Correspondingly, the fourth quarter tends to be the strongest quarter as it includes holiday season advertising.

 

Competition

 

While most of our daily newspapers are the only daily newspapers of general circulation published in their respective communities, they do compete within their own geographic areas with other weekly

 

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newspapers in their own or adjacent communities, other daily newspapers of general circulation published in adjacent or nearby cities and towns, as well as regional and national newspapers. Competition for advertising and paid circulation comes from local, regional and national newspapers, shoppers, radio and television broadcasters, cable television (national and local), direct mail, electronic media, including the internet, and other forms of communication and advertising media that operate in our markets. Competition for advertising revenue (the aggregate amounts of which is largely driven by national and regional general economic conditions) is largely based upon advertiser results, readership, advertising rates, demographics and circulation levels, while competition for circulation and readership is based largely upon the content of the newspaper, its price and the effectiveness of its distribution. Our non-daily publications, including shoppers, compete primarily with direct mail advertising, shared mail packages and other private advertising delivery services.

 

Regulatory matters

 

FCC ownership rules. Morris Communications, our parent, owns other subsidiaries which in turn own radio broadcast stations which are subject to regulation by the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”). The ownership by such entities of radio broadcast stations may limit our opportunity to acquire additional newspapers in certain geographic locations.

 

FCC rules include restrictions on the common ownership or control of interests in radio stations and certain other media interests in the same market, including television and radio broadcast stations, as well as daily newspapers.

 

On June 2, 2003, the FCC by a three-to-two vote adopted new ownership rules, which included significant changes to the previous rules. On June 24, 2004, a three-judge panel of the United States Court of Appeals for the Third Circuit released a split decision on appeal in which it remanded much of the 2003 decision to the agency for further consideration. In addition, the Third Circuit extended a stay on the implementation of the FCC’s revised rules, which originally was imposed by the court following their adoption in 2003. As a result, the ownership restrictions that were in place prior to the FCC’s 2003 decision generally continue to govern media transactions, pending completion of the agency proceedings on remand and/or further judicial review. In January 2005, several parties filed petitions for review by the United States Supreme Court of the Third Circuit decision. Those petitions remain pending. The discussion below provides an overview of the changes to the newspaper/broadcast cross-ownership and local radio ownership rules contemplated in the FCC’s 2003 decision, and the effect of the Third Circuit decision on each rule.

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