UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
Form 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 27, 2005
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-6383
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
| Commonwealth of Virginia | 54-0850433 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 333 E. Franklin St., Richmond, VA | 23219 | |
| (Address of principal executive offices) | (Zip Code) | |
(804) 649-6000
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock as of May 1, 2005.
| Class A Common shares: |
23,414,150 | |
| Class B Common shares: |
555,992 |
TABLE OF CONTENTS
FORM 10-Q REPORT
March 27, 2005
PART I - FINANCIAL INFORMATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(000s except shares)
| (Unaudited) March 27, 2005 |
December 26, 2004 | |||||
| ASSETS |
||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 11,268 | $ | 9,823 | ||
| Accounts receivable - net |
105,430 | 117,177 | ||||
| Inventories |
7,426 | 8,021 | ||||
| Other |
30,780 | 35,826 | ||||
| Total current assets |
154,904 | 170,847 | ||||
| Investments in unconsolidated affiliates |
93,665 | 93,277 | ||||
| Other assets |
63,584 | 59,676 | ||||
| Property, plant and equipment - net |
426,243 | 422,299 | ||||
| Excess of cost over fair value of net identifiable assets of acquired businesses - net |
641,706 | 641,706 | ||||
| FCC licenses and other intangibles - net |
571,613 | 1,092,530 | ||||
| $ | 1,951,715 | $ | 2,480,335 | |||
See accompanying notes.
1
MEDIA GENERAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(000s except shares)
| (Unaudited) March 27, 2005 |
December 26, 2004 |
|||||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 28,343 | $ | 27,000 | ||||
| Accrued expenses and other liabilities |
73,080 | 92,163 | ||||||
| Income taxes payable |
| 7,708 | ||||||
| Total current liabilities |
101,423 | 126,871 | ||||||
| Long-term debt |
443,466 | 437,960 | ||||||
| Borrowings of consolidated variable interest entities |
95,320 | 95,320 | ||||||
| Deferred income taxes |
309,605 | 501,655 | ||||||
| Other liabilities and deferred credits |
137,162 | 134,760 | ||||||
| Stockholders equity: |
||||||||
| Preferred stock ($5 cumulative convertible), par value $5 per share, authorized 5,000,000 shares; none outstanding |
||||||||
| Common stock, par value $5 per share: |
||||||||
| Class A, authorized 75,000,000 shares; issued 23,410,101 and 23,230,109 shares |
117,050 | 116,150 | ||||||
| Class B, authorized 600,000 shares; issued 555,992 shares |
2,780 | 2,780 | ||||||
| Additional paid-in capital |
56,258 | 46,067 | ||||||
| Accumulated other comprehensive loss |
(50,627 | ) | (50,652 | ) | ||||
| Unearned compensation |
(18,308 | ) | (9,408 | ) | ||||
| Retained earnings |
757,586 | 1,078,832 | ||||||
| Total stockholders equity |
864,739 | 1,183,769 | ||||||
| $ | 1,951,715 | $ | 2,480,335 | |||||
See accompanying notes.
2
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(000s except for per share data)
| Three Months Ended |
||||||||
| March 27, 2005 |
March 28, 2004 |
|||||||
| Revenues |
$ | 217,907 | $ | 208,156 | ||||
| Operating costs: |
||||||||
| Production |
97,529 | 93,096 | ||||||
| Selling, general and administrative |
82,260 | 75,267 | ||||||
| Depreciation and amortization |
17,172 | 17,268 | ||||||
| Total operating costs |
196,961 | 185,631 | ||||||
| Operating income |
20,946 | 22,525 | ||||||
| Other income (expense): |
||||||||
| Interest expense |
(7,495 | ) | (7,971 | ) | ||||
| Investment income (loss) - unconsolidated affiliates |
714 | (169 | ) | |||||
| Other, net |
476 | 59 | ||||||
| Total other expense |
(6,305 | ) | (8,081 | ) | ||||
| Income before income taxes and cumulative effect of change in accounting principle |
14,641 | 14,444 | ||||||
| Income taxes |
5,344 | 5,344 | ||||||
| Income before cumulative effect of change in accounting principle |
9,297 | 9,100 | ||||||
| Cumulative effect of change in accounting principle (net of tax benefit of $190,730) |
(325,453 | ) | | |||||
| Net income (loss) |
$ | (316,156 | ) | $ | 9,100 | |||
| Earnings (loss) per common share: |
||||||||
| Income before cumulative effect of change in accounting principle |
$ | 0.40 | $ | 0.39 | ||||
| Cumulative effect of change in accounting principle |
(13.87 | ) | | |||||
| Net income (loss) |
$ | (13.47 | ) | $ | 0.39 | |||
| Earnings (loss) per common share assuming dilution: |
||||||||
| Income before cumulative effect of change in accounting principle |
$ | 0.39 | $ | 0.38 | ||||
| Cumulative effect of change in accounting principle |
(13.64 | ) | | |||||
| Net income (loss) |
$ | (13.25 | ) | $ | 0.38 | |||
| Dividends paid per common share |
$ | 0.21 | $ | 0.20 | ||||
See accompanying notes.
3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(000s)
| Three Months Ended |
||||||||
| March 27, 2005 |
March 28, 2004 |
|||||||
| Operating activities: |
||||||||
| Net income (loss) |
$ | (316,156 | ) | $ | 9,100 | |||
| Adjustments to reconcile net income (loss): |
||||||||
| Cumulative effect of change in accounting principle |
325,453 | | ||||||
| Depreciation and amortization |
17,172 | 17,268 | ||||||
| Deferred income taxes |
2,711 | 14,311 | ||||||
| Investment (income) loss - unconsolidated affiliates |
(714 | ) | 169 | |||||
| Change in assets and liabilities: |
||||||||
| Retirement plan contribution |
| (35,000 | ) | |||||
| Accounts receivable and inventories |
12,342 | 10,911 | ||||||
| Accounts payable, accrued expenses, and other liabilities |
(13,610 | ) | (7,403 | ) | ||||
| Income taxes payable/receivable |
(7,780 | ) | (12,708 | ) | ||||
| Other |
(86 | ) | (4,980 | ) | ||||
| Net cash provided (used) by operating activities |
19,332 | (8,332 | ) | |||||
| Investing activities: |
||||||||
| Capital expenditures |
(16,007 | ) | (6,942 | ) | ||||
| Other, net |
37 | (1,608 | ) | |||||
| Net cash used by investing activities |
(15,970 | ) | (8,550 | ) | ||||
| Financing activities: |
||||||||
| Increase in debt |
95,000 | 112,000 | ||||||
| Payment of debt |
(89,494 | ) | (96,514 | ) | ||||
| Dividends paid |
(5,032 | ) | (4,720 | ) | ||||
| Debt issuance costs |
(3,771 | ) | | |||||
| Other, net |
1,380 | 3,624 | ||||||
| Net cash (used) provided by financing activities |
(1,917 | ) | 14,390 | |||||
| Net increase (decrease) in cash and cash equivalents |
1,445 | (2,492 | ) | |||||
| Cash and cash equivalents at beginning of period |
9,823 | 10,575 | ||||||
| Cash and cash equivalents at end of period |
$ | 11,268 | $ | 8,083 | ||||
See accompanying notes.
4
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting, and with applicable quarterly reporting regulations of the Securities and Exchange Commission. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and, accordingly, should be read in conjunction with the consolidated financial statements and related footnotes included in the Companys Annual Report on Form 10-K for the year ended December 26, 2004.
In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of interim financial information have been included. In addition, as discussed further in Note 3, the Company adopted EITF Topic D-108, Use of the Residual Method to Value Acquired Assets Other than Goodwill, in the first quarter of 2005. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. Certain prior year financial information has been reclassified to conform with the current periods presentation
2. Inventories are principally raw materials (primarily newsprint).
3. The Company adopted EITF Topic D-108 at the beginning of fiscal 2005. D-108 requires the use of a direct method for valuing all assets other than goodwill. The Company had used the residual value method, a commonly used method at the time, to value the FCC licenses purchased in conjunction with acquisitions made in 1997 and 2000. It had also recorded goodwill, primarily related to deferred taxes, as part of these transactions. In connection with the adoption of D-108, the Company eliminated the distinction between goodwill and FCC license intangible assets that were recorded as part of these prior acquisitions by reclassifying $190.3 million from goodwill to FCC licenses. Concurrent with the adoption, the Company increased the carrying amount of FCC license intangible assets by an additional $111.5 million with a corresponding increase to deferred tax liabilities. Prior period balance sheet amounts have also been reclassified to conform to the above presentation, and there was no impact on impairment results previously reported. Further, the Company valued its FCC licenses using a direct method discounted cash flow model and assumptions that included the concept that cash flows associated with FCC licenses are limited to those cash flows that could be expected by an average market participant. In contrast, the residual value method formerly used by the Company included other elements of cash flows which contributed to station value. The results of this direct method were then compared to the carrying value of FCC licenses (including the reclassified amounts) on a station by station basis and a $325.5 million write-down, net of income tax benefit, was recorded as a cumulative effect of change in accounting principle.
4. During the first quarter, in order to take advantage of a favorable bank-credit market, the Company amended its existing $1 billion revolving credit facility which was set to mature in 2006 with a similar $1 billion revolving credit facility that now will mature in 2010. Interest payments under the facility continue to be based on LIBOR plus a margin tied to the Companys leverage ratio as defined in the agreement.
5
5. The following table sets forth the Companys current and prior-year financial performance by segment:
| (In thousands)
|
Publishing |
Broadcasting |
Interactive Media |
Eliminations |
Total |
|||||||||||||||
| Three Months Ended March 27, 2005 |
||||||||||||||||||||
| Consolidated revenues |
$ | 143,433 | $ | 70,992 | $ | 4,546 | $ | (1,064 | ) | $ | 217,907 | |||||||||
| Segment operating cash flow |
$ | 35,038 | $ | 16,248 | $ | (575 | ) | $ | 50,711 | |||||||||||
| Allocated amounts: |
||||||||||||||||||||
| Equity in net income of unconsolidated affiliates |
89 | 178 | 267 | |||||||||||||||||