Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the quarterly period ended September 30, 2009
or
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o |
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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 0-16914
THE E. W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
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Ohio
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31-1223339 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
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312 Walnut Street |
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Cincinnati, Ohio
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45202 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (513) 977-3000
Not Applicable
(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 and 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, a
non-accelerated filer or smaller reporting company. See definitions of large accelerated filer,
accelerated filer, or small reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if smaller reporting company) |
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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. As of October 30, 2009, there were 42,690,956 of the Registrants
Class A Common shares outstanding and 11,932,735 of the Registrants Common Voting shares
outstanding.
INDEX TO THE E. W. SCRIPPS COMPANY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2009
2
PART I
As used in this Quarterly Report on Form 10-Q, the terms we, our, us or Scripps may,
depending on the context, refer to The E. W. Scripps Company, to one or more of its consolidated
subsidiary companies or to all of them taken as a whole.
ITEM 1. FINANCIAL STATEMENTS
The information required by this item is filed as part of this Form 10-Q. See Index to Financial
Information at page F-1 of this Form 10-Q.
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ITEM 2. |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS |
The information required by this item is filed as part of this Form 10-Q. See Index to Financial
Information at page F-1 of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is filed as part of this Form 10-Q. See Index to Financial
Information at page F-1 of this Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
The information required by this item is filed as part of this Form 10-Q. See Index to Financial
Information at page F-1 of this Form 10-Q.
PART II
ITEM 1. LEGAL PROCEEDINGS
We are involved in litigation arising in the ordinary course of business, such as defamation
actions, employment related actions and various governmental and administrative proceeding. We do
not expect any of these matters to result in material loss.
ITEM 1A. RISK FACTORS
There have been no material changes to the factors disclosed in Item 1A. Risk Factors in our Annual
Report on Form 10-K for the year ended December 31, 2008, except that the risk factor Macro
economic factors may impede access to or increase the cost of financing our operations and
investments. Our ability to meet the covenants in our debt agreement may affect our ability to
borrow under our Revolving Credit Agreement. has changed. The last two paragraphs are no longer
applicable due to the amendment of our credit agreement as described in footnote 8 to our Condensed
Consolidated Financial Statements.
ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS
There were no sales of unregistered equity securities in this reporting period.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities in this reporting period.
3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the quarter for which this
report is filed.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The information required by this item is filed as part of this Form 10-Q. See Index to Exhibits at
page E-1 of this Form 10-Q.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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THE E. W. SCRIPPS COMPANY
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Dated: November 5, 2009 |
BY: |
/s/ Douglas F. Lyons
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Douglas F. Lyons |
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Vice President and Controller |
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5
THE E. W. SCRIPPS COMPANY
Index to Financial Information
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Item |
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Page |
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F-2 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
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F-22 |
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F-31 |
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F-32 |
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F-1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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As of |
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As of |
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September 30, |
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December 31, |
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(in thousands) |
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2009 |
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2008 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
10,408 |
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$ |
5,376 |
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Short-term investments |
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21,254 |
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21,130 |
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Accounts and notes receivable (less
allowances $4,934 and $7,763) |
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105,531 |
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169,010 |
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Inventory |
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7,064 |
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11,952 |
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Deferred income taxes |
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38,222 |
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33,911 |
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Income taxes receivable |
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37,341 |
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12,363 |
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Miscellaneous |
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26,472 |
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31,794 |
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Total current assets |
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246,292 |
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285,536 |
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Investments |
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10,812 |
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12,720 |
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Property, plant and equipment |
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432,107 |
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426,671 |
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Goodwill and other intangible assets: |
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Goodwill |
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215,432 |
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Other intangible assets |
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23,980 |
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26,464 |
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Total goodwill and other intangible assets |
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23,980 |
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241,896 |
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Other assets: |
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Deferred income taxes |
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63,075 |
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80,600 |
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Miscellaneous |
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14,367 |
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9,281 |
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Total other assets |
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77,442 |
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89,881 |
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Assets of discontinued operations noncurrent |
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32,272 |
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TOTAL ASSETS |
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$ |
790,633 |
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$ |
1,088,976 |
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See notes to condensed consolidated financial statements.
F-2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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As of |
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As of |
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September 30, |
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December 31, |
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(in thousands, except share data) |
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2009 |
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2008 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
25,814 |
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$ |
55,889 |
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Customer deposits and unearned revenue |
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32,014 |
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38,817 |
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Accrued liabilities: |
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Employee compensation and benefits |
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33,067 |
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36,273 |
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Accrued talent payable |
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11,983 |
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15,981 |
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Miscellaneous |
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22,751 |
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23,651 |
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Liabilities of discontinued operations current |
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2,225 |
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Other current liabilities |
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9,404 |
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14,748 |
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Total current liabilities |
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135,033 |
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187,584 |
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Long-term debt |
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29,455 |
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61,166 |
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Other liabilities (less current portion) |
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190,855 |
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245,259 |
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Equity: |
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The E.W. Scripps Company equity: |
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Preferred stock, $.01 par authorized: 25,000,000 shares; none outstanding
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Common stock, $.01 par: |
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Class A authorized: 240,000,000 shares; issued and
outstanding: 42,602,329 and 41,884,187 shares |
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426 |
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419 |
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Voting authorized: 60,000,000 shares; issued and
outstanding: 11,932,735 and 11,933,401 shares |
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119 |
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119 |
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Total |
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545 |
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538 |
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Additional paid-in capital |
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533,377 |
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523,859 |
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Retained earnings (accumulated deficit) |
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(13,132 |
) |
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200,827 |
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Accumulated other comprehensive income (loss), net of income taxes: |
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Pension liability adjustments |
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(89,419 |
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(134,293 |
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Foreign currency translation adjustment |
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668 |
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638 |
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Total equity for The E.W. Scripps Company |
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432,039 |
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591,569 |
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Noncontrolling interest |
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3,251 |
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3,398 |
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Total equity |
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435,290 |
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594,967 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
790,633 |
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$ |
1,088,976 |
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See notes to condensed consolidated financial statements.
F-3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ( UNAUDITED )
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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(in thousands, except per share data) |
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2009 |
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2008 |
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2009 |
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2008 |
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Operating Revenues: |
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Advertising |
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$ |
130,410 |
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$ |
176,346 |
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$ |
411,228 |
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$ |
561,745 |
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Circulation |
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27,309 |
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26,577 |
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86,511 |
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85,080 |
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Licensing |
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17,331 |
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16,569 |
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48,988 |
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52,469 |
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Other |
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11,351 |
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10,753 |
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38,200 |
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37,474 |
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Total operating revenues |
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186,401 |
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230,245 |
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584,927 |
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736,768 |
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Costs and Expenses: |
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Employee compensation and benefits |
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89,299 |
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101,131 |
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283,542 |
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337,122 |
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Production and distribution |
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39,815 |
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52,087 |
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131,273 |
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163,774 |
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Programs and program licenses |
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13,228 |
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11,957 |
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39,104 |
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34,931 |
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Other costs and expenses |
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35,016 |
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38,796 |
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110,115 |
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123,002 |
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Separation and restructuring costs |
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1,221 |
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22,020 |
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4,155 |
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31,629 |
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Total costs and expenses |
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178,579 |
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225,991 |
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568,189 |
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690,458 |
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Depreciation, Amortization, and (Gains) Losses: |
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Depreciation |
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10,525 |
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11,137 |
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31,930 |
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32,106 |
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Amortization of intangible assets |
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382 |
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810 |
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1,485 |
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2,411 |
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Impairment of goodwill and indefinite-lived assets |
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216,413 |
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778,900 |
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(Gains) losses on disposal of property, plant and equipment |
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(130 |
) |
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17 |
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227 |
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(2,244 |
) |
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Net depreciation, amortization and (gains) losses |
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10,777 |
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11,964 |
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250,055 |
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811,173 |
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Operating loss |
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(2,955 |
) |
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(7,710 |
) |
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(233,317 |
) |
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(764,863 |
) |
Interest expense |
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(1,149 |
) |
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(1,558 |
) |
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(10,547 |
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Equity in earnings of JOAs and other joint ventures |
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586 |
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649 |
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798 |
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3,399 |
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Write-down of investment in newspaper partnership |
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(10,000 |
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Losses on repurchases of debt |
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(26,380 |
) |
Miscellaneous, net |
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270 |
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(508 |
) |
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(988 |
) |
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7,136 |
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Loss from continuing operations before income taxes |
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(3,248 |
) |
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(7,569 |
) |
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(235,065 |
) |
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(801,255 |
) |
Provision (benefit) for income taxes |
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293 |
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(4,514 |
) |
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(28,886 |
) |
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(253,457 |
) |
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Loss from continuing operations, net of tax |
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(3,541 |
) |
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(3,055 |
) |
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(206,179 |
) |
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(547,798 |
) |
Income (loss) from discontinued operations, net of tax |
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280 |
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(13,677 |
) |
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(15,676 |
) |
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130,627 |
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Net loss |
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(3,261 |
) |
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(16,732 |
) |
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(221,855 |
) |
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(417,171 |
) |
Net income (loss) attributable to noncontrolling interests |
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67 |
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|
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(147 |
) |
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46,801 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to the shareholders of
The E.W. Scripps Company |
|
$ |
(3,261 |
) |
|
$ |
(16,799 |
) |
|
$ |
(221,708 |
) |
|
$ |
(463,972 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per basic share of common stock attributable
to the shareholders of The E.W. Scripps Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
$ |
(.07 |
) |
|
$ |
(.06 |
) |
|
$ |
(3.83 |
) |
|
$ |
(10.10 |
) |
Income (loss) from discontinued operations |
|
|
.01 |
|
|
|
(.25 |
) |
|
|
(.29 |
) |
|
|
1.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per basic share of common stock |
|
$ |
(.06 |
) |
|
$ |
(.31 |
) |
|
$ |
(4.13 |
) |
|
$ |
(8.55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per diluted share of common stock attributable
to the shareholders of The E.W. Scripps Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
$ |
(.07 |
) |
|
$ |
(.06 |
) |
|
$ |
(3.83 |
) |
|
$ |
(10.10 |
) |
Income (loss) from discontinued operations |
|
|
.01 |
|
|
|
(.25 |
) |
|
|
(.29 |
) |
|
|
1.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per diluted share of common stock |
|
$ |
(.06 |
) |
|
$ |
(.31 |
) |
|
$ |
(4.13 |
) |
|
$ |
(8.55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share amounts may not foot since each is calculated independently.
See notes to condensed consolidated financial statements.
F-4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ( UNAUDITED )
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(221,855 |
) |
|
$ |
(417,171 |
) |
Income (loss) from discontinued operations, net of noncontrolling interest |
|
|
15,676 |
|
|
|
(130,627 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
|
(206,179 |
) |
|
|
(547,798 |
) |
Adjustments to reconcile loss from continuing operations
to net cash flows from operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
33,415 |
|
|
|
34,705 |
|
Impairment of goodwill and indefinite-lived assets |
|
|
216,413 |
|
|
|
788,900 |
|
(Gains)/losses on sale of property, plant and equipment |
|
|
227 |
|
|
|
(2,244 |
) |
Equity in earnings of JOAs and other joint ventures |
|
|
(798 |
) |
|
|
(3,399 |
) |
Deferred income taxes |
|
|
19,141 |
|
|
|
(268,243 |
) |
Excess tax benefits of stock compensation plans |
|
|
|
|
|
|
(1,228 |
) |
Stock and deferred compensation plans |
|
|
6,204 |
|
|
|
37,458 |
|
Dividends received from JOAs and other joint ventures |
|
|
1,775 |
|
|
|
4,345 |
|
Losses on repurchases of debt |
|
|
|
|
|
|
26,380 |
|
Pension expense, net of payments |
|
|
20,323 |
|
|
|
1,171 |
|
Other changes in certain working capital accounts, net |
|
|
14,391 |
|
|
|
2,110 |
|
Miscellaneous, net |
|
|
(1,937 |
) |
|
|
(8,799 |
) |
|
|
|
|
|
|
|
Net cash provided by continuing operating activities |
|
|
102,975 |
|
|
|
63,358 |
|
Net cash (used in) provided by discontinued operating activities |
|
|
(17,434 |
) |
|
|
265,575 |
|
|
|
|
|
|
|
|
Net operating activities |
|
|
85,541 |
|
|
|
328,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
|
(35,539 |
) |
|
|
(59,115 |
) |
Decrease (increase) in short-term investments |
|
|
(124 |
) |
|
|
13,816 |
|
Proceeds from sale of investments |
|
|
72 |
|
|
|
37,091 |
|
Increase in investments |
|
|
(3,376 |
) |
|
|
(580 |
) |
Miscellaneous, net |
|
|
76 |
|
|
|
(746 |
) |
|
|
|
|
|
|
|
Net cash used in continuing investing activities |
|
|
(38,891 |
) |
|
|
(9,534 |
) |
Net cash used in discontinued investing activities |
|
|
|
|
|
|
(38,882 |
) |
|
|
|
|
|
|
|
Net investing activities |
|
|
(38,891 |
) |
|
|
(48,416 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
Increase in long-term debt |
|
|
|
|
|
|
69,600 |
|
Payments on long-term debt |
|
|
(31,711 |
) |
|
|
(514,784 |
) |
Bond redemption premium payment |
|
|
|
|
|
|
(22,517 |
) |
Payments of
financing costs |
|
|
(3,062 |
) |
|
|
|
|
Dividends paid |
|
|
|
|
|
|
(53,957 |
) |
Dividends paid to noncontrolling interests |
|
|
|
|
|
|
(24 |
) |
Repurchase Class A Common shares |
|
|
|
|
|
|
(17,125 |
) |
Proceeds from employee stock options |
|
|
1,820 |
|
|
|
15,071 |
|
Excess tax benefits of stock compensation plans |
|
|
|
|
|
|
1,228 |
|
Miscellaneous, net |
|
|
(8,665 |
) |
|
|
3,931 |
|
|
|
|
|
|
|
|
Net cash used in continuing financing activities |
|
|
(41,618 |
) |
|
|
(518,577 |
) |
Net cash provided by discontinued financing activities |
|
|
|
|
|
|
257,920 |
|
|
|
|
|
|
|
|
Net financing activities |
|
|
(41,618 |
) |
|
|
(260,657 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
(75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash discontinued operations |
|
|
|
|
|
|
(23,268 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
5,032 |
|
|
|
(3,483 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
Beginning of year |
|
|
5,376 |
|
|
|
19,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
$ |
10,408 |
|
|
$ |
15,617 |
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
F-5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY ( UNAUDITED )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Earnings |
|
|
Other |
|
|
|
|
|
|
|
|
|
Common |
|
|
Paid-in |
|
|
(Accumulated |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
Total |
|
(in thousands, except share data) |
|
Stock |
|
|
Capital |
|
|
Deficit) |
|
|
Income (Loss) |
|
|
Interests |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007 |
|
$ |
543 |
|
|
$ |
476,142 |
|
|
$ |
1,971,848 |
|
|
$ |
1,828 |
|
|
$ |
141,930 |
|
|
$ |
2,592,291 |
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
(463,972 |
) |
|
|
|
|
|
|
46,801 |
|
|
|
(417,171 |
) |
Unrealized gains (losses) on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(682 |
) |
|
|
|
|
|
|
(682 |
) |
Adjustment for losses (gains) in income on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,655 |
) |
|
|
|
|
|
|
(3,655 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains (losses) on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,337 |
) |
|
|
|
|
|
|
(4,337 |
) |
Amortization of prior service costs, actuarial losses,
and transition obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,081 |
|
|
|
|
|
|
|
2,081 |
|
Equity in investees adjustments for pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(162 |
) |
|
|
|
|
|
|
(162 |
) |
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40 |
) |
|
|
|
|
|
|
(40 |
) |
Dividends: declared and paid $.99 per share |
|
|
|
|
|
|
|
|
|
|
(53,957 |
) |
|
|
|
|
|
|
|
|
|
|
(53,957 |
) |
Dividends: Noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,207 |
) |
|
|
(56,207 |
) |
Spin-off of SNI |
|
|
|
|
|
|
|
|
|
|
(1,213,484 |
) |
|
|
(40,602 |
) |
|
|
(129,015 |
) |
|
|
(1,383,101 |
) |
Repurchase 883,833 Class A Common shares |
|
|
(9 |
) |
|
|
(9,632 |
) |
|
|
(7,484 |
) |
|
|
|
|
|
|
|
|
|
|
(17,125 |
) |
Compensation plans: 695,965 net shares issued |
|
|
7 |
|
|
|
35,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,366 |
|
Stock modification change |
|
|
|
|
|
|
19,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,547 |
|
Tax benefits of compensation plans |
|
|
|
|
|
|
2,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2008 |
|
$ |
541 |
|
|
$ |
523,506 |
|
|
$ |
232,951 |
|
|
$ |
(41,232 |
) |
|
$ |
3,509 |
|
|
$ |
719,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008 |
|
$ |
538 |
|
|
$ |
523,859 |
|
|
$ |
200,827 |
|
|
$ |
(133,655 |
) |
|
$ |
3,398 |
|
|
$ |
594,967 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(221,708 |
) |
|
|
|
|
|
|
(147 |
) |
|
|
(221,855 |
) |
Spin-off of SNI |
|
|
|
|
|
|
|
|
|
|
7,749 |
|
|
|
1,536 |
|
|
|
|
|
|
|
9,285 |
|
Amortization of prior service costs, actuarial losses,
and transition obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,248 |
|
|
|
|
|
|
|
8,248 |
|
Pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,150 |
|
|
|
|
|
|
|
35,150 |
|
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30 |
) |
|
|
|
|
|
|
(30 |
) |
Compensation plans: 718,142 net shares issued |
|
|
7 |
|
|
|
9,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2009 |
|
$ |
545 |
|
|
$ |
533,377 |
|
|
$ |
(13,132 |
) |
|
$ |
(88,751 |
) |
|
$ |
3,251 |
|
|
$ |
435,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
F-6
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As used in the Notes to Consolidated Financial Statements, the terms we, our, us or
Scripps may, depending on the context, refer to The E. W. Scripps Company, to one or more of
its consolidated subsidiary companies or to all of them taken as a whole.
Basis
of Presentation The condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. The interim financial statements should be read in conjunction with the audited consolidated
financial statements, including the notes thereto included in our 2008 Annual Report on Form 10-K.
In managements opinion, the financial statements include all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of the interim periods. Management has
evaluated all subsequent events through the November 5, 2009, issuance of these financial
statements.
Results of operations are not necessarily indicative of the results for future interim periods
or for the full year.
Nature of Operations We are a media concern with interests in newspaper publishing, broadcast
television, and licensing and syndication. All of our media businesses provide content and
advertising services via the Internet. Our media businesses are organized into the following
reportable business segments: Newspapers, JOAs and newspaper partnerships, Television, and
Licensing and other. Note 13 provides additional information regarding our business segments.
On July 1, 2008, we distributed our national cable television networks and interactive media
business to our shareholders in a tax-free spin-off. We report results for those businesses as
discontinued operations for all periods. See Note 3 for additional information regarding the
Spin-off.
Use of Estimates The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires us to make a variety of decisions that
affect the reported amounts and the related disclosures. Such decisions include the selection of
accounting principles that reflect the economic substance of the underlying transactions and the
assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment
based on our understanding and analysis of the relevant circumstances, including our historical
experience, actuarial studies and other assumptions.
Our financial statements include estimates and assumptions used in accounting for our defined
benefit pension plans; the recognition of certain revenues; rebates due to customers; the periods
over which long-lived assets are depreciated or amortized; the fair value of long-lived assets and
goodwill; the liability for uncertain tax positions and valuation allowances against deferred
income tax assets; estimates for uncollectible accounts receivable; and self-insured risks.
While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ
from those estimated at the time of preparation of the financial statements.
Concentration of Credit Risk In order to reduce our price of newsprint and to manage delivery and
supply of newsprint, we purchase and arrange delivery of newsprint for other newspaper companies.
Newsprint vendors retain the credit risk for newsprint shipped to other newspaper companies
beginning in 2009. Prior to 2009, we retained credit risk for newspaper shipments to other
newspaper companies.
Revenue Recognition We recognize revenue when persuasive evidence of a sales arrangement exists,
delivery occurs or services are rendered, the sales price is fixed or determinable and
collectability is reasonably assured. When a sales arrangement contains multiple elements, such as
the sale of advertising and other services, we allocate revenue to each element based upon its
relative fair value. Revenue recognition may be ceased on delinquent accounts depending upon a
number of factors, including the customers credit history, number of days past due, and the terms
of any agreements with the customer. Revenue recognition on such accounts resumes when the
customer has taken actions to remove their accounts from delinquent status, at which time we
recognize any associated deferred revenues. We report revenue net of our remittance of sales taxes
and other taxes collected from our customers.
F-7
Our primary sources of revenue are from:
|
|
|
The sale of print, broadcast, and Internet advertising |
|
|
|
|
The sale of newspapers |
|
|
|
|
Licensing royalties |
The revenue recognition policies for each source of revenue are described in our annual report on
Form 10-K for the year ended December 31, 2008.
Share-Based Compensation We have a Long-Term Incentive Plan (the Plan) which is described more
fully in our Annual Report on Form 10-K for the year ended December 31, 2008. The Plan provides
for the award of incentive and nonqualified share options, share appreciation rights, restricted
and unrestricted Class A Common shares and restricted share units, and performance units to key
employees and non-employee directors. We issued 9.4 million restricted share units (RSUs) with an
aggregate fair value of $8.3 million in the nine months ended September 30, 2009. We recognize the
fair value of the awards as an employees rights to the awards vest. In the first quarter of 2010,
approximately 2.7 million of the RSUs will vest and the holders will receive approximately 1.8
million shares, net of tax withholdings. Employees are not restricted from selling shares received
upon the vesting of their RSUs.
Share-Based Equity Awards
Employees holding share-based equity awards at the time of the spin-off of Scripps Networks
Interactive, Inc. (SNI) received modified awards in Scripps, SNI or both companies based upon
whether the awards were vested or unvested and whether the employee was a Scripps or SNI employee.
Separation and restructuring costs in the third quarter include incremental compensation of $19.6
million, measured by the excess of the fair value of the modified awards over the fair value of the
awards immediately prior to the modifications.
Share based compensation costs for continuing operations totaled $2.0 million for the third quarter
of 2009 and $1.0 million for the third quarter of 2008. Year-to-date share based compensation
costs for continuing operations totaled $7.0 million in 2009 and $13.7 million in 2008.
There were no share based compensation costs for discontinued operations in 2009. There were no
share based compensation costs for discontinued operations for the third quarter of 2008.
Year-to-date share based compensation costs for discontinued operations totaled $3.1 million in
2008.
Earnings
Per Share (EPS) Unvested awards of share-based payments with rights to receive
dividends or dividend equivalents, such as our restricted stock and restricted stock units (RSUs),
are considered participating securities for purposes of calculating EPS. Under the two-class
method, we allocate a portion of net income to these participating securities and therefore exclude
that income from the calculation of EPS allocated to common stock. We do not allocate losses to
the participating securities. When we adopted this treatment in 2009, we adjusted all prior period
earnings per share data to conform to these provisions. This adoption did not result in a change
to the previously reported basic EPS and diluted EPS for the three or nine months ended September
30, 2008, due to the reported net loss.
F-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator (for both basic and diluted earnings per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to the Shareholders of
The E.W. Scripps Company |
|
$ |
(3,261 |
) |
|
$ |
(16,799 |
) |
|
$ |
(221,708 |
) |
|
$ |
(463,972 |
) |
Less income allocated to unvested restricted stock and RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic and diluted earnings per share |
|
$ |
(3,261 |
) |
|
$ |
(16,799 |
) |
|
$ |
(221,708 |
) |
|
$ |
(463,972 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average shares outstanding |
|
|
53,986 |
|
|
|
54,182 |
|
|
|
53,734 |
|
|
|
54,254 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested restricted shares and RSUs held by employees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options held by employees and directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average shares outstanding |
|
|
53,986 |
|
|
|
54,182 |
|
|
|
53,734 |
|
|
|
54,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive securities(1) |
|
|
21,328 |
|
|
|
13,006 |
|
|
|
21,328 |
|
|
|
13,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amount outstanding at Balance Sheet date, before application of the treasury stock
method and not weighted for period outstanding. |
For all reported periods we incurred a net loss and the inclusion of unvested restricted stock,
RSUs and stock options held by employees and directors were anti-dilutive, and accordingly the diluted
EPS calculation excludes those common share equivalents.
2. ACCOUNTING CHANGES AND RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting Changes In September 2006, the Financial Accounting Standards Board (FASB) issued a
new accounting standard, which defined fair value, established a framework for measuring fair
value, and expanded disclosures about fair value measurements. In February 2008, the FASB delayed
the effective date of this standard for non-financial assets and liabilities, except for those that
are recognized or disclosed at fair value in the financial statements on a recurring basis, until
January 1, 2009. The adoption of this standard did not have a material impact on our financial
statements.
In December 2007, the FASB issued a new accounting standard which established accounting and
reporting standards for the noncontrolling interest in a subsidiary, the deconsolidation of a
subsidiary, and accounting for noncontrolling interests as equity in the consolidated financial
statements at fair value. We adopted this standard as of January 1, 2009. Upon adoption of this
standard, we reclassified our noncontrolling interest in subsidiary
companies to a separate component of
equity and changed the presentation of our statement of operations and statement of cash flows. We
have retroactively reclassified all periods presented.
In December 2007, the FASB issued a new accounting standard, which provided guidance relating to
recognition of assets acquired and liabilities assumed in a business combination. This standard
also established expanded disclosure requirements for business combinations. We adopted this
standard effective January 1, 2009, prospectively for all business combinations subsequent to the
effective date.
In March 2008, the FASB issued a new accounting standard which amended and expanded the disclosure
requirements for derivatives to provide a better understanding of how and why an entity uses
derivative instruments, how derivative instruments and related hedged items are accounted for, and
their effect on an entitys financial position, financial performance, and cash flows. We adopted
this standard effective January 1, 2009. The adoption of this standard had no impact on our
financial statements.
In May 2009, the FASB issued a new accounting standard which provided guidance on managements
assessment of subsequent events and incorporates this guidance into accounting literature. This new
standard is effective prospectively for interim and annual periods ending after June 15, 2009. The
implementation of this standard did not have a material impact on our consolidated financial
position or our results of operations.
F-9
New
Accounting Pronouncements In June 2009, the FASB issued a new accounting standard which
amended the consolidation guidance applicable to variable interest entities and is effective for us
on January 1, 2010. We do not expect this standard to have a material impact on our financial
condition or results of operations.
In June 2009, the FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles was issued. The Codification is the source of
authoritative U.S. generally accepted accounting principles (U.S. GAAP). The Codification, which
changes the referencing of financial standards but does not modify US GAAP, became effective for us
on July 1, 2009.
In April 2009, the FASB issued a staff position which changes the method for determining whether an
other-than-temporary impairment exists for debt securities and the amount of the impairment to be
recorded in earnings. The guidance is effective for interim and annual periods ending after June
15, 2009. The implementation of this standard did not have a material impact on our consolidated
financial position and results of operations.
In April 2009, the FASB issued a staff position requiring fair value disclosures in both interim as
well as annual financial statements in order to provide more timely information about the effects
of current market conditions on financial instruments. The guidance is effective for interim and
annual periods ending after June 15, 2009. The implementation of this standard did not have a
material impact on our consolidated financial position and results of operations.
In October 2009, the FASB issued amendments to the accounting and disclosure for revenue
recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010
(early adoption is permitted), modify the criteria for recognizing revenue in multiple element
arrangements and the scope of what constitutes a non-software deliverable. The Company is
currently assessing the impact on its consolidated financial position and results of operations.
3. DISCONTINUED OPERATIONS
Spin-off of SNI
On October 16, 2007, we announced that our Board of Directors had authorized management to pursue a
plan to separate Scripps into two independent, publicly traded companies (the Separation) through
the spin-off of SNI to Scripps shareholders. We formed SNI as a wholly owned subsidiary on
October 23, 2007, in order to effect the Separation, and transferred all assets and liabilities of
the Scripps Networks and Interactive Media businesses to SNI prior to the effective date of the
Separation.
On July 1, 2008, we distributed all of the shares of SNI to shareholders of record as of the close
of business on June 16, 2008 (the Record Date). Shareholders of record received one SNI Class A
Common Share for every Scripps Class A Common Share held as of the Record Date and one SNI Common
Voting Share for every Scripps Common Voting Share held as of the Record Date.
Following completion of the Separation, we report SNI as discontinued operations in our financial
statements for all prior periods
In connection with the Separation, the following agreements between Scripps and SNI became
effective:
|
|
|
Separation and Distribution Agreement |
|
|
|
|
Transition Services Agreement |
|
|
|
|
Employee Matters Agreement |
|
|
|
|
Tax Allocation Agreement |
These agreements are described in detail in our 2008 Annual Report on Form 10-K.
For the three-and-nine-month periods ended September 30, 2009, we charged SNI $0.1 million and $2.9
million, respectively for services rendered. We paid SNI $0.5 million for the nine-months ended
September 30, 2009 for services rendered under the terms of these agreements. We did not make any
payments to SNI for the three-months ended September 30, 2009. In 2009, SNI also reimbursed us $16
million for its share of estimated taxes prior to the Separation under the Tax Allocation
Agreement. Included in miscellaneous current assets at September 30, 2009, is a $11 million
receivable from SNI for the estimated balance due for their portion of taxes for the 2008 tax year.
The final amount will be determined in the fourth quarter of 2009 when certain state tax returns
are filed for the 2008 tax year.
F-10
Closure of Rocky Mountain News
Due primarily to the negative effects of the economy on the advertising revenues of the Denver
JOA we determined that indications of impairment of our investment existed as of June 30, 2008.
We recorded a non-cash charge of $85 million to reduce the carrying value of our investment in
the Denver JOA to our share of the estimated fair value of their net assets in
the second quarter of 2008. We recorded an additional $25 million non-cash charge to reduce
the carrying value to zero in the third quarter of 2008.
After an unsuccessful search for a buyer, we closed the Rocky Mountain News after it published its
final edition on February 27, 2009.
Our Rocky Mountain News and Media News Group, Inc.s (MNG) Denver Post were partners in The Denver
Newspaper Agency (the Denver JOA), a limited liability partnership, which operated the sales,
production and business operations of the Rocky Mountain News prior to its closure. Each newspaper owned 50%
of the Denver JOA and received a 50% share of the profits. Each newspaper provided the Denver JOA
with the independent editorial content published in its newspaper.
Under the terms of an agreement with MNG, we transferred our interests in the Denver JOA to MNG in
the third quarter of 2009. We recorded no gain or loss on the transfer of our interest in the
Denver JOA to MNG.
Following the transfer of our interest, we reported the operations of the Rocky Mountain News and
the earnings from our interest in the Denver JOA as discontinued operations in our financial
statements for all prior periods.
Operating results of our discontinued operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
13 |
|
|
$ |
1,261 |
|
|
$ |
50 |
|
|
$ |
804,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of JOAs and other joint ventures |
|
$ |
|
|
|
$ |
922 |
|
|
$ |
|
|
|
$ |
18,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations,
before tax |
|
$ |
430 |
|
|
$ |
(30,072 |
) |
|
$ |
(21,587 |
) |
|
$ |
194,400 |
|
Income tax (expense) benefit |
|
|
(150 |
) |
|
|
16,395 |
|
|
|
5,911 |
|
|
|
(63,773 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations |
|
$ |
280 |
|
|
$ |
(13,677 |
) |
|
$ |
(15,676 |
) |
|
$ |
130,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment banking fees, legal, accounting and other professional and consulting fees directly
related to the Separation totaled $46.3 million and $22.9 million for the nine-month and
three-month periods ending September 30, 2008, respectively. We allocated $14.7 million and $0.9
million of these costs for the nine-month and three-month period ending September 30, 2008,
respectively, to discontinued operations in the Condensed Consolidated Statements of Operations and
the remaining costs to continuing operations.
4. OTHER CHARGES AND CREDITS
2009 Separation and restructuring costs include the costs to restructure our operations and to
install separate information systems as well as other costs related to affect the spin-off of SNI.
These costs increased loss from continuing operations before taxes by $1.2 million in the third
quarter and $4.2 million year-to-date.
In the first quarter we recorded a $215 million, non-cash charge to reduce the carrying value of
our goodwill for our Television division. See Note 7.
We also recorded a $1 million non-cash charge to reduce the carrying value of the FCC license for
our Lawrence, Kansas, television station.
F-11
2008 In the second quarter we recorded a $779 million, non-cash charge to reduce the carrying
value of goodwill. We also recorded a non-cash charge of $10 million to reduce the carrying value
of our investment in the Colorado newspaper partnership to our share of the estimated fair value of
its net assets.
In the second quarter of 2008, we redeemed the remaining balances of our outstanding notes and
recorded a $26.4 million loss on the extinguishment of debt.
Transaction costs and other activities related to the spin-off of SNI increased our costs and
expenses by $22 million and $31.6 million, respectively for the three-and-nine-month periods ended
September 30, 2008.
Investment results, reported in the caption Miscellaneous, net in our Condensed Consolidated
Statements of Operations, include realized gains of $7.5 million from the sale of certain
investments through the third quarter of 2008.
5. INCOME TAXES
We file a consolidated federal income tax return, consolidated unitary returns in certain states,
and other separate subsidiary company state income tax returns in the remaining states in which we
have nexus.
The income tax provision for interim periods is determined based upon the expected effective income
tax rate for the full year and the tax rate applicable to certain discrete transactions in the
interim period. We must estimate both the total income (loss) before income tax for the full year
and the jurisdictions in which that income (loss) is subject to tax in calculating the estimated
effective income tax rate for the full year. The actual effective income tax rate may differ from
these estimates if income (loss) before income tax is greater or less than the estimated amount or
if the allocation of income (loss) to tax jurisdictions differs from the estimated allocations. We
review and adjust our estimated effective income tax rate each quarter.
The effective income tax rate for the nine months ended September 30, 2009, was 12.3%.
Approximately $150 million of the goodwill impairment charge recorded in the first quarter of 2009
is not deductible for income tax purposes, resulting in the difference between the effective income
tax rate and the U.S. Federal statutory rate of 35%.
Deferred
tax assets totaled $101 million at September 30, 2009. Approximately $44 million of our
deferred tax assets reverse in 2009 and 2010. We can use any tax losses resulting from those
deferred tax assets to claim refunds of taxes paid in prior periods. Management believes that it
is more likely than not that we will realize the benefits of our Federal deferred tax assets and
therefore has not recorded a valuation allowance for our deferred tax assets. If current economic
conditions persist or worsen, future estimates of taxable income could be lower than our current
estimates, which may require valuation allowances to be recorded in future reporting periods. We
have recorded a valuation allowance for certain state net operating losses.
Liabilities for uncertain tax positions totaled $19.3 million at September 30, 2009. Under the Tax
Allocation Agreement between Scripps and SNI, SNI is responsible for its own pre-spin-off tax
obligations. However, we remain severally liable for SNIs pre-spin-off federal taxes and its
state and local income taxes in jurisdictions in which SNI was included in a unitary tax return.
SNI is required to indemnify us for any tax assessments related to its share of such federal and
state and local income taxes. The liability for uncertain tax positions includes $2.8 million for
positions related to SNIs share of income taxes.
We reached an agreement with the Internal Revenue Service in the second quarter of 2009 to settle
the examinations of our 2005 and 2006 federal income tax returns. We reversed unrecognized tax
benefits of $0.9 million upon the settlement, increasing our tax benefit for the nine months ended
September 30, 2009.
6. JOINT OPERATING AGREEMENT AND NEWSPAPER PARTNERSHIPS
In connection with the closure of the Rocky Mountain News, we also transferred our 50% interest in
Prairie Mountain Publishing (PMP) to MNG in the third quarter of 2009. Under the terms of the
agreement we received a $5 million secured promissory note from MNG which we have recorded at $4.4
million, the carrying value of the assets we gave up. We recorded no gain or loss on the transfer
of our partnership interest. PMP, a newspaper partnership with a subsidiary of MNG, operated
certain of both companies other newspapers in Colorado, including their editorial operations.
F-12
In the second quarter of 2008, we recorded a non-cash charge of $10 million to reduce the carrying
value in PMP to its estimated fair value.
In the first quarter of 2008, we ceased publication of our Albuquerque Tribune newspaper. At the
same time, we also reached an agreement with the Journal Publishing Company (JPC), the publisher
of the Albuquerque Journal (Journal), to terminate the Albuquerque joint operating agreement
between the Journal and our Albuquerque Tribune newspaper. Under an amended agreement with the
JPC, we own an approximate 40% residual interest in the Albuquerque Publishing Company, G.P. (the
Partnership) and we pay JPC an amount equal to a portion of the editorial savings realized from
ceasing publication of our newspaper. The Partnership directs and manages the operations of the
continuing Journal newspaper.
F-13
7. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
September 30, |
|
|
December 31, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
|
|
|
$ |
215,432 |
|
|
|
|
|
|
|
|
Other intangible assets: |
|
|
|
|
|
|
|
|
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
Carrying amount: |
|
|
|
|
|
|
|
|
Television network affiliation relationships |
|
|
5,641 |
|
|
|
5,641 |
|
Customer lists |
|
|
12,469 |
|
|
|
12,794 |
|
Other |
|
|
6,092 |
|
|
|
6,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total carrying amount |
|
|
24,202 |
|
|
|
24,628 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
Television network affiliation relationships |
|
|
(1,540 |
) |
|
|
(1,310 |
) |
Customer lists |
|
|
(7,623 |
) |
|
|
(6,919 |
) |
Other |
|
|
(4,254 |
) |
|
|
(4,130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated amortization |
|
|
(13,417 |
) |
|
|
(12,359 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amortizable intangible assets |
|
|
10,785 |
|
|
|
12,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived intangible assets FCC licenses |
|
|
13,195 |
|
|
|
14,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets |
|
|
23,980 |
|
|
|
26,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total goodwill and other intangible assets |
|
$ |
23,980 |
|
|
$ |
241,896 |
|
|
|
|
|
|
|
|
Activity related to goodwill by business segment was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Licensing |
|
|
|
|
(in thousands) |
|
Newspapers |
|
|
Television |
|
|
and Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007 |
|
$ |
785,621 |
|
|
$ |
215,414 |
|
|
$ |
18 |
|
|
$ |
1,001,053 |
|
Impairment of goodwill |
|
|
(778,900 |
) |
|
|
|
|
|
|
|
|
|
|
(778,900 |
) |
Other adjustments |
|
|
(6,721 |
) |
|
|
|
|
|
|
|
|
|
|
(6,721 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30,
2008 |
|
$ |
|
|
|
$ |
215,414 |
|
|
$ |
18 |
|
|
$ |
215,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008 |
|
$ |
|
|
|
$ |
215,414 |
|
|
$ |
18 |
|
|
$ |
215,432 |
|
Impairment of goodwill |
|
|
|
|
|
|
(215,414 |
) |
|
|
|
|
|
|
(215,414 |
) |
Other adjustments |
|
|
|
|
|
|
|
|
|
|
(18 |
) |
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30,
2009 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization expense of intangible assets for each of the next five years is expected to
be $0.4 million for the remainder of 2009, $1.4 million in 2010, $1.3 million in 2011, $1.0 million
in 2012, $0.8 million in 2013, $0.7 million in 2014 and $5.2 million in later years.
F-14
Due primarily to increases in the cost of capital for local media businesses and declines in our
stock price and that of other publicly traded television companies during the first quarter of
2009, we determined that indications of impairment existed for our Television goodwill as of March
31, 2009. We concluded the fair value of our television reporting unit did not exceed the carrying
value of our television net assets as of March 31, 2009, and we recorded a $215 million, non-cash
charge in the three months ended March 31, 2009, to reduce the carrying value of goodwill. We also
recorded a $1 million non-cash charge to reduce the carrying value of the FCC license for our
Lawrence, Kansas, television station to its estimated fair value in the first quarter of 2009.
In 2008, due primarily to the continuing negative effects of the economy on our advertising
revenues and those of other publishing companies, and the difference between our stock price
following the spin-off of SNI to shareholders and the per share carrying value of our remaining net
assets, we determined that indications of impairment existed as of June 30, 2008. We concluded the
fair value of our newspaper reporting unit did not exceed the carrying value of our newspaper net
assets as of June 30, 2008. We recorded a $779 million, non-cash charge in the six months ended
June 30, 2008.
Management must make significant judgments to determine fair values, including the valuation
methodology and the underlying financial information used in the valuation. These judgments
include, but are not limited to, long-term projections of future financial performance and the
selection of appropriate discount rates used to determine the present value of future cash flows.
Changes in such estimates or the application of alternative assumptions could produce significantly
different results.
8. LONG-TERM DEBT
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
September 30, |
|
|
December 31, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
Revolving credit agreement |
|
$ |
28,400 |
|
|
$ |
60,000 |
|
Other notes |
|
|
1,055 |
|
|
|
1,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt (less current portion) |
|
$ |
29,455 |
|
|
$ |
61,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of long-term debt* |
|
$ |
29,455 |
|
|
$ |
61,166 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Fair value was estimated based on current rates available to the Company for debt of the same
remaining maturity. |
On August 5, 2009, we entered into an Amended and Restated Revolving Credit Agreement (2009
Agreement), which expires June 30, 2013. This Agreement amended and restated the Companys
existing $200 million Revolver and reduces the maximum amount of availability under the facility to
$150 million. Borrowings under the 2009 Agreement are limited to a borrowing base, as follows:
|
a) |
|
100% of cash maintained in a blocked account (up to $20 million), |
|
|
b) |
|
85% of eligible accounts receivable, |
|
|
c) |
|
40% of eligible newsprint inventory, and |
|
|
d) |
|
50% of the fair market value of eligible real property (limited to $60 million). |
At September 30, 2009, we had additional borrowing capacity of $64 million under our Revolver.
Under the terms of the 2009 Agreement we granted the lenders mortgages on certain of the Companys
real property, pledges of the Companys equity interests in its subsidiaries and security interests
in substantially all other personal property, including cash, accounts receivables, inventories and
equipment. If at any time, the amount of excess availability (defined as the amount by which the
borrowing base exceeds the aggregate borrowings and letters of credit under the 2009 Agreement) is
equal to or less than $22.5 million, we must then maintain a fixed charge coverage ratio (as
defined therein) of at least 1.1 to 1.0.
Borrowings under the 2009 Agreement bear interest at variable interest rates based on either LIBOR
or a base rate, in either case plus an applicable margin that varies depending upon average excess
availability. The margin for LIBOR based loans ranges from 2.75% to 3.25% per annum. The margin
for base rate loans ranges from 1.75% to 2.25% per annum. The weighted-average interest rate on
borrowings under the Revolver was 3.25% and 1.7% at September 30, 2009, and December 31, 2008,
respectively.
F-15
Commitment fees ranging from 0.50% to 0.75% per annum (depending on utilization) of the total
unused commitment are payable under the credit facility.
As of September 30, 2009, and December 31, 2008, we had outstanding letters of credit of $9.7
million and $8.3 million, respectively.
In October 2008, we entered into a 2-year $30 million notional interest rate swap expiring in
October 2010. We receive payments based on the 3-month LIBOR and make payments based on a fixed
rate of 3.2%. We have not designated the swap as a hedge for accounting purposes. As a result,
changes in the fair value of the swap are included in earnings with a corresponding adjustment to
other long-term liabilities. The fair value was a $1.0 million liability at September 30, 2009,
and a $0.8 million liability at December 31, 2008. Losses on the swap totaling $0.2 million for
the nine months ended September 30, 2009, are included in miscellaneous, net in the Condensed
Consolidated Statement of Operations.
9. OTHER LIABILITIES
Other liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
September 30, |
|
|
December 31, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits |
|
$ |
18,736 |
|
|
$ |
22,412 |
|
Liability for pension benefits |
|
|
135,440 |
|
|
|
183,631 |
|
Liabilities
for uncertain tax positions |
|
|
19,325 |
|
|
|
19,840 |
|
Other |
|
|
17,354 |
|
|
|
19,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities (less current portion) |
|
$ |
190,855 |
|
|
$ |
245,259 |
|
|
|
|
|
|
|
|
10. FAIR VALUE MEASUREMENT
We measure certain financial assets at fair value on a recurring basis, including short-term
investments and derivatives. Fair value is determined based upon three levels of inputs. The three
levels that may be used to measure fair value are as follows:
|
|
|
Level 1 Quoted prices in active markets for identical assets or liabilities. |
|
|
|
|
Level 2 Directly or indirectly observable inputs, other than prices quoted in active
markets. |
|
|
|
|
Level 3 Unobservable inputs based on our own assumptions. |
The following tables set forth our assets and liabilities that we measure at fair value on a
recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 |
|
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
$ |
21,254 |
|
|
$ |
21,254 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
989 |
|
|
$ |
|
|
|
$ |
989 |
|
|
$ |
|
|
F-16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008 |
|
(in thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
$ |
21,130 |
|
|
$ |
21,130 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap |
|
$ |
840 |
|
|
$ |
|
|
|
$ |
840 |
|
|
$ |
|
|
11. NONCONTROLLING INTERESTS
Individuals and other entities own a 4% noncontrolling interest in the capital stock of the
subsidiary company that publishes our Memphis newspaper and a 6% noncontrolling interest in the
capital stock of the subsidiary company that publishes our Evansville newspaper. We are not
required to redeem the noncontrolling interests in these subsidiary companies.
Noncontrolling interest from discontinued operations included a 10% interest in Fine Living and
a 30% interest in the Food Network.
A summary of the components of net income (loss) attributable to The E.W. Scripps Company
shareholders is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to The E.W. Scripps
Company shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations, net of tax |
|
$ |
(3,541 |
) |
|
$ |
(3,122 |
) |
|
$ |
(206,032 |
) |
|
$ |
(547,899 |
) |
Income (loss) from discontinued operations, net of tax |
|
|
280 |
|
|
|
(13,677 |
) |
|
|
(15,676 |
) |
|
|
83,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3,261 |
) |
|
$ |
(16,799 |
) |
|
$ |
(221,708 |
) |
|
$ |
(463,972 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
12. EMPLOYEE BENEFIT PLANS
We sponsor defined benefit pension plans that cover substantially all non-union and certain
union-represented employees. Benefits earned by employees are generally based upon employee
compensation and years of service credits.
We also have a non-qualified Supplemental Executive Retirement Plan (SERP). The SERP, which is
unfunded, provides defined pension benefits in addition to the defined benefit pension plan to
eligible participants based on average earnings, years of service and age at retirement.
Effective June 30, 2009, we froze the accrual of service credits under certain of our defined
benefit pension plans that cover a majority of our employees, including our SERP. The freeze
resulted in the recognition of a curtailment loss of $4.2 million in the first quarter of 2009 and
a gain of $1.1 million in the second quarter of 2009. We also recognized a curtailment loss of
$0.9 million in 2009 related to the closure of our Denver newspaper.
We sponsor a defined contribution plan covering substantially all non-union and certain union
employees. We match a portion of employees voluntary contributions to this plan. We suspended
our matching contributions in the second quarter of 2009.
Other union-represented employees participate in union-sponsored multi-employer plans.
F-17
The components of our retirement expense consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
759 |
|
|
$ |
3,662 |
|
|
$ |
5,282 |
|
|
$ |
13,616 |
|
Interest cost |
|
|
6,634 |
|
|
|
6,847 |
|
|
|
19,969 |
|
|
|
21,434 |
|
Expected return on plan assets, net of expenses |
|
|
(4,974 |
) |
|
|
(7,228 |
) |
|
|
(15,376 |
) |
|
|
(25,226 |
) |
Amortization of prior service cost |
|
|
43 |
|
|
|
299 |
|
|
|
334 |
|
|
|
621 |
|
Amortization of actuarial (gain)/loss |
|
|
1,270 |
|
|
|
613 |
|
|
|
7,701 |
|
|
|
1,187 |
|
Curtailment loss |
|
|
|
|
|
|
|
|
|
|
5,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for defined benefit plans |
|
|
3,732 |
|
|
|
4,193 |
|
|
|
23,021 |
|
|
|
11,632 |
|
Multi-employer plans |
|
|
260 |
|
|
|
172 |
|
|
|
579 |
|
|
|
533 |
|
SERP |
|
|
349 |
|
|
|
874 |
|
|
|
242 |
|
|
|
5,032 |
|
Defined contribution plans |
|
|
|
|
|
|
1,379 |
|
|
|
1,316 |
|
|
|
6,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
|
4,341 |
|
|
|
6,618 |
|
|
|
25,158 |
|
|
|
23,357 |
|
Allocated to discontinued operations |
|
|
(57 |
) |
|
|
(44 |
) |
|
|
(1,898 |
) |
|
|
(6,522 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost continuing operations |
|
$ |
4,284 |
|
|
$ |
6,574 |
|
|
$ |
23,260 |
|
|
$ |
16,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have met the minimum funding requirements of our qualified defined benefit pension plans.
During the first three quarters of 2009, we contributed $0.3 million to our defined benefit plans.
We contributed $3.7 million to fund current benefit payments for our non-qualified SERP plan during
the first three quarters of 2009. We anticipate contributing an additional $4 million to fund
benefit payments during the remainder of 2009.
In the quarter ended March 31, 2009, we completed the December 31, 2008, actuarial valuation of our
defined benefit pension plan obligations, including final demographic information and updated
assumptions related to future salaries reflecting the pay and bonus decreases implemented in the
first quarter. We also finalized the split of plan assets with SNI in the first quarter of 2009.
The changes in actuarial assumptions and plan assets reduced our pension liability and accumulated
comprehensive loss by $23.4 million.
We remeasured our plan assets and liabilities in the second quarter of 2009, reflecting the
freezing of benefit accruals under the plans. The actuarial assumptions used to remeasure the plan
assets and liabilities were substantially the same as those used in the December 31, 2008,
measurement, except for an increase in the discount rate to 7%. The remeasurement reduced our
pension liabilities and accumulated comprehensive loss by $36 million.
F-18
13. SEGMENT INFORMATION
We determine our business segments based upon our management and internal reporting structure. Our
reportable segments are strategic businesses that offer different products and services.
Our newspaper business segment includes daily and community newspapers in 13 markets in the U.S.
Newspapers earn revenue primarily from the sale of advertising to local and national advertisers
and from the sale of newspapers to readers.
Prior to ceasing publication, our Albuquerque newspaper operated pursuant to the terms of a joint
operating agreement. The newspaper maintained an independent editorial operation and received a
share of the operating profits of the combined newspaper operations. We continue to maintain our
ownership interest in the Albuquerque partnership; however, we do not include the equity earnings
of the partnership in segment profit after publication of the newspaper ceased.
Television includes six ABC-affiliated stations, three NBC-affiliated stations and one independent
station. Our television stations reach approximately 10% of the nations television households.
Television stations earn revenue primarily from the sale of advertising to local and national
advertisers.
Licensing and other media primarily include licensing of worldwide copyrights relating to
Peanuts, Dilbert and other properties for use on numerous products, including plush toys,
greeting cards and apparel, for promotional purposes and for exhibit on television and other media
syndication of news features and comics and other features for the newspaper industry.
The accounting policies of each of our business segments are those described in Note 1 in our
Annual Report on Form 10-K for the year ended December 31, 2008.
We allocate a portion of certain corporate costs and expenses, including information technology,
pensions and other employee benefits, and other shared services, to our business segments. The
allocations are generally amounts agreed upon by management, which may differ from an arms-length
amount. Corporate assets are primarily cash, cash equivalents and other short-term investments,
property and equipment primarily used for corporate purposes, and deferred income taxes.
Our chief operating decision maker evaluates the operating performance of our business segments and
makes decisions about the allocation of resources to our business segments using a measure we call
segment profit. Segment profit excludes interest, income taxes, depreciation and amortization,
impairment charges, divested operating units, restructuring activities, investment results and
certain other items that are included in net income (loss) determined in accordance with accounting
principles generally accepted in the United States of America.
F-19
Information regarding our business segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Segment operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspapers |
|
$ |
104,397 |
|
|
$ |
131,103 |
|
|
$ |
338,031 |
|
|
$ |
431,135 |
|
JOA and newspaper partnerships |
|
|
|
|
|
|
25 |
|
|
|
|
|
|
|
74 |
|
Television |
|
|
59,782 |
|
|
|
76,919 |
|
|
|
181,286 |
|
|
|
233,458 |
|
Licensing and other |
|
|
22,222 |
|
|
|
22,185 |
|
|
|
65,610 |
|
|
|
71,645 |
|
Corporate and shared services |
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
$ |
186,401 |
|
|
$ |
230,245 |
|
|
$ |
584,927 |
|
|
$ |
736,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspapers |
|
$ |
10,875 |
|
|
$ |
14,001 |
|
|
$ |
29,252 |
|
|
$ |
58,625 |
|
JOA and newspaper partnerships |
|
|
|
|
|
|
268 |
|
|
|
(211 |
) |
|
|
(813 |
) |
Television |
|
|
3,057 |
|
|
|
16,966 |
|
|
|
5,493 |
|
|
|
49,441 |
|
Licensing and other |
|
|
3,150 |
|
|
|
1,547 |
|
|
|
8,173 |
|
|
|
6,088 |
|
Corporate and shared services |
|
|
(8,040 |
) |
|
|
(6,458 |
) |
|
|
(22,027 |
) |
|
|
(35,456 |
) |
Depreciation and amortization |
|
|
(10,907 |
) |
|
|
(11,947 |
) |
|
|
(33,415 |
) |
|
|
(34,517 |
) |
Impairment of goodwill and indefinite-lived assets |
|
|
|
|
|
|
|
|
|
|
(216,413 |
) |
|
|
(778,900 |
) |
Equity earnings in newspaper partnership |
|
|
587 |
|
|
|
599 |
|
|
|
1,011 |
|
|
|
3,453 |
|
Gains (losses) on disposal of property, plant and equipment |
|
|
130 |
|
|
|
(17 |
) |
|
|
(227 |
) |
|
|
2,244 |
|
Interest expense |
|
|
(1,149 |
) |
|
|
|
|
|
|
(1,558 |
) |
|
|
(10,547 |
) |
Separation and restructuring costs |
|
|
(1,221 |
) |
|
|
(22,020 |
) |
|
|
(4,155 |
) |
|
|
(31,629 |
) |
Write-down of investment in newspaper partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,000 |
) |
Losses on repurchases of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,380 |
) |
Miscellaneous, net |
|
|
270 |
|
|
|
(508 |
) |
|
|
(988 |
) |
|
|
7,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes |
|
$ |
(3,248 |
) |
|
$ |
(7,569 |
) |
|
$ |
(235,065 |
) |
|
$ |
(801,255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspapers |
|
$ |
5,715 |
|
|
$ |
5,517 |
|
|
$ |
17,026 |
|
|
$ |
16,327 |
|
JOA and newspaper partnerships |
|
|
|
|
|
|
305 |
|
|
|
|
|
|
|
916 |
|
Television |
|
|
4,305 |
|
|
|
4,788 |
|
|
|
13,399 |
|
|
|
13,925 |
|
Licensing and other |
|
|
312 |
|
|
|
242 |
|
|
|
949 |
|
|
|
478 |
|
Corporate and shared services |
|
|
193 |
|
|
|
285 |
|
|
|
556 |
|
|
|
460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation |
|
$ |
10,525 |
|
|
$ |
11,137 |
|
|
$ |
31,930 |
|
|
$ |
32,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspapers |
|
$ |
297 |
|
|
$ |
525 |
|
|
$ |
1,234 |
|
|
$ |
1,563 |
|
Television |
|
|
85 |
|
|
|
285 |
|
|
|
251 |
|
|
|
848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortization of intangibles |
|
$ |
382 |
|
|
$ |
810 |
|
|
$ |
1,485 |
|
|
$ |
2,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspapers |
|
$ |
11,804 |
|
|
$ |
14,474 |
|
|
$ |
34,069 |
|
|
$ |
39,895 |
|
JOA and newspaper partnerships |
|
|
17 |
|
|
|
1 |
|
|
|
17 |
|
|
|
31 |
|
Television |
|
|
3,677 |
|
|
|
5,654 |
|
|
|
5,156 |
|
|
|
16,675 |
|
Licensing and other |
|
|
30 |
|
|
|
270 |
|
|
|
327 |
|
|
|
1,538 |
|
Corporate and shared services |
|
|
43 |
|
|
|
3,421 |
|
|
|
138 |
|
|
|
3,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total additions to property, plant and equipment |
|
$ |
15,571 |
|
|
$ |
23,820 |
|
|
$ |
39,707 |
|
|
$ |
61,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No single customer provides more than 10% of our revenue. We also earn international revenues
from the licensing of comic characters.
F-20
14. COMPREHENSIVE LOSS
Comprehensive loss consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
(in thousands) |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3,261 |
) |
|
$ |
(16,732 |
) |
|
$ |
(221,855 |
) |
|
$ |
(417,171 |
) |
Unrealized gains (losses) on investments, net of tax of $79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(682 |
) |
Adjustment for gains in income on investments, net of tax of $1,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,655 |
) |
Amortization of prior service costs, actuarial losses, and transition
obligations, net of tax of $(807), $(206), $(4,844) and $(962) |
|
|
1,374 |
|
|
|
743 |
|
|
|
8,248 |
|
|
|
2,081 |
|
Pension liability adjustment, net of tax of $(63) and $(21,672) |
|
|
168 |
|
|
|
|
|
|
|
35,150 |
|
|
|
|
|
Equity in investees adjustments for pension, net of tax of $28 and $89 |
|
|
|
|
|
|
(67 |
) |
|
|
|
|
|
|
(162 |
) |
Currency translation adjustment, net of tax of $0, $0, $0 and $307 |
|
|
71 |
|
|
|
3 |
|
|
|
(30 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
$ |
(1,648 |
) |
|
$ |
(16,053 |
) |
|
$ |
(178,487 |
) |
|
$ |
(419,629 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no material items of other comprehensive loss for the noncontrolling interest.
F-21
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The condensed consolidated financial statements and condensed notes to the consolidated
financial statements are the basis for our discussion and analysis of financial condition and
results of operations. You should read this discussion in conjunction with those financial
statements. Unless otherwise noted, comparisons are to the 2008 quarter and year-to-date
periods.
FORWARD-LOOKING STATEMENTS
Certain forward-looking statements related to our businesses are included in this discussion.
Those forward-looking statements reflect our current expectations. Forward-looking statements
are subject to certain risks, trends and uncertainties that could cause actual results to differ
materially from the expectations expressed in the forward-looking statements. Such risks,
trends and uncertainties, which in most instances are beyond our control, include changes in
advertising demand and other economic conditions; consumers tastes; newsprint prices; program
costs; labor relations; technological developments; competitive pressures; interest rates;
regulatory rulings; and reliance on third-party vendors for various products and services. The
words believe, expect, anticipate, estimate, intend and similar expressions identify
forward-looking statements. You should evaluate our forward-looking statements, which are as of
the date of this filing, with the understanding of their inherent uncertainty. We undertake no
obligation to update any forward-looking statements to reflect events or circumstances after the
date the statements.
EXECUTIVE OVERVIEW
On July 1, 2008, we distributed all of the shares of Scripps Networks Interactive, Inc. (SNI) to
the shareholders of record as of the close of business on June 16, 2008 (the Record Date). SNI
included the assets and liabilities of the Scripps Networks and Interactive Media businesses. The
separation into two independent publicly traded companies allows management of each company to
focus on the respective opportunities of each company and pursue specific strategies based on the
distinct characteristics of the two companies local and national media businesses.
Our portfolio of local media properties includes: daily and community newspapers in 13 markets and
the Washington-based Scripps Media Center, home to the Scripps Howard News Service; 10 television
stations, including six ABC-affiliated stations, three NBC affiliates and one independent; and
United Media, a leading worldwide licensing and syndication company that is the home of PEANUTS,
DILBERT and approximately 150 other features and comics.
Our local media businesses derive the majority of their revenues from advertising. Operating
results have been significantly affected by the current economic recession and by the secular
declines in classified advertising as many traditional newspaper advertising products migrate to
the Internet. We have undertaken a number of initiatives to reduce the operating costs of our
local media businesses, including reductions in the number of employees and reductions in employee
compensation and benefits. Among other things, we have reduced base pay, suspended our match of
employees contributions to the Companys defined contribution savings and retirement plans
effective April 2009, eliminated for 2009 substantially all bonuses (for bonus-eligible employees),
and froze the accrual of service credits under defined benefit pension plans covering a majority of
employees. Our focus is to align the cost structure of our local media businesses with the revenue
opportunities in their local markets, and to improve the share of the local advertising dollars in
those markets.
We ceased operations of the Rocky Mountain News after publication of its final edition on February
27, 2009, after an unsuccessful search for a buyer. Under the terms of an agreement with
MediaNews Group (MNG), we transferred to MNG our interests in the Denver Newspaper Agency (DNA)
and Prairie Mountain Publishing (PMP) in August 2009.
Outstanding borrowings under our revolving credit facility totaled $28 million as of September 30,
2009. Cash and short-term investments were $32 million. We believe our low level of debt and
level of cash and short-term investments provides us with the ability to position our local media
businesses for growth on the other side of the current recession. However, to protect our
financial flexibility we have undertaken a number of measures to conserve cash, including reducing
capital expenditures and suspending our quarterly dividend.
F-22
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with accounting principles generally accepted
in the United States of America (GAAP) requires us to make a variety of decisions that affect
reported amounts and related disclosures. Those decisions include selecting appropriate accounting
principles and selecting assumptions on which to base accounting estimates. In reaching such
decisions, we apply judgment based on our understanding and analysis of the relevant circumstances,
including our historical experience, actuarial studies and other assumptions. We are committed to
incorporating accounting principles, assumptions and estimates that promote the representational
faithfulness, verifiability, neutrality and transparency of the accounting information included in
the financial statements.
Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K
describes the significant accounting policies we have selected for use in the preparation of our
financial statements and related disclosures. An accounting policy is deemed to be critical if it
requires an accounting estimate to be made based on assumptions about matters that are highly
uncertain at the time the estimate is made, and if different estimates that reasonably could have
been used or changes in estimates that are likely to occur could materially change the financial
statements. We believe the accounting for Acquisitions, Goodwill and Other Indefinite-Lived
Intangible Assets, Income Taxes and Pension Plans to be our most critical accounting policies and
estimates. A detailed description of these accounting policies is included in the Critical
Accounting Policies section of Managements Discussion and Analysis of Financial Condition and
Results of Operations included in our Annual Report on Form 10-K for the year ended
December 31, 2008.
There have been no significant changes in those accounting policies or other significant accounting
policies.
RESULTS OF OPERATIONS
The trends and underlying economic conditions affecting the operating performance and future
prospects differ for each of our business segments. Accordingly, you should read the following
discussion of our consolidated results of operations in conjunction with the discussion of the
operating performance of our business segments.
F-23
Consolidated Results of Operations
Consolidated results of operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Period |
|
|
Year-to-date |
|
(in thousands, except per share data) |
|
2009 |
|
|
Change |
|
|
2008 |
|
|
2009 |
|
|
Change |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
186,401 |
|
|
|
(19.0 |
)% |
|
$ |
230,245 |
|
|
$ |
584,927 |
|
|
|
(20.6 |
)% |
|
$ |
736,768 |
|
Costs and expenses less separation and restructuring costs |
|
|
(177,358 |
) |
|
|
(13.0 |
)% |
|
|
(203,971 |
) |
|
|
(564,034 |
) |
|
|
(14.4 |
)% |
|
|
(658,829 |
) |
Separation and restructuring costs |
|
|
(1,221 |
) |
|
|
(94.5 |
)% |
|
|
(22,020 |
) |
|
|
(4,155 |
) |
|
|
(86.9 |
)% |
|
|
(31,629 |
) |
Depreciation and amortization |
|
|
(10,907 |
) |
|
|
(8.7 |
)% |
|
|
(11,947 |
) |
|
|
(33,415 |
) |
|
|
(3.2 |
)% |
|
|
(34,517 |
) |
Impairment of goodwill and indefinite-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(216,413 |
) |
|
|
|
|
|
|
(778,900 |
) |
Gains (losses) on disposal of property, plant and equipment |
|
|
130 |
|
|
|
|
|
|
|
(17 |
) |
|
|
(227 |
) |
|
|
|
|
|
|
2,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(2,955 |
) |
|
|
|
|
|
|
(7,710 |
) |
|
|
(233,317 |
) |
|
|
|
|
|
|
(764,863 |
) |
Interest expense |
|
|
(1,149 |
) |
|
|
|
|
|
|
|
|
|
|
(1,558 |
) |
|
|
|
|
|
|
(10,547 |
) |
Equity in earnings of JOAs and other joint ventures |
|
|
586 |
|
|
|
|
|
|
|
649 |
|
|
|
798 |
|
|
|
|
|
|
|
3,399 |
|
Write-down of investment in newspaper partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,000 |
) |
Losses on repurchases of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,380 |
) |
Miscellaneous, net |
|
|
270 |
|
|
|
|
|
|
|
(508 |
) |
|
|
(988 |
) |
|
|
|
|
|
|
7,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes |
|
|
(3,248 |
) |
|
|
|
|
|
|
(7,569 |
) |
|
|
(235,065 |
) |
|
|
|
|
|
|
(801,255 |
) |
Benefit (provision) for income taxes |
|
|
(293 |
) |
|
|
|
|
|
|
4,514 |
|
|
|
28,886 |
|
|
|
|
|
|
|
253,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
|
(3,541 |
) |
|
|
|
|
|
|
(3,055 |
) |
|
|
(206,179 |
) |
|
|
|
|
|
|
(547,798 |
) |
Income (loss) from discontinued operations, net of tax |
|
|
280 |
|
|
|
|
|
|
|
(13,677 |
) |
|
|
(15,676 |
) |
|
|
|
|
|
|
130,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(3,261 |
) |
|
|
|
|
|
|
(16,732 |
) |
|
|
(221,855 |
) |
|
|
|
|
|
|
(417,171 |
) |
Net income (loss) attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
67 |
|
|
|
(147 |
) |
|
|
|
|
|
|
46,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to the shareholders of The E.W.
Scripps Company |
|
$ |
(3,261 |
) |
|
|
|
|
|
$ |
(16,799 |
) |
|
$ |
(221,708 |
) |
|
|
|
|
|
$ |
(463,972 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per basic share of common stock attributable
to the shareholders of The E.W. Scripps Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations |
|
$ |
(.07 |
) |
|
|
|
|
|
$ |
(.06 |
) |
|
$ |
(3.83 |
) |
|
|
|
|
|
$ |
(10.10 |
) |
Income (loss) from discontinued operations |
|
|
.01 |
|
|
|
|
|
|
|
(.25 |
) |
|
|
(.29 |
) |
|
|
|
|
|
|
1.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per basic share of common stock |
|
$ |
(.06 |
) |
|
|
|
|
|
$ |
(.31 |
) |
|
$ |
(4.13 |
) |
|
|
|
|
|
$ |
(8.55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
Operating results for the third quarter and year-to-date periods include a number of items that
affect comparisons of the 2009 periods to the 2008 periods. The most significant of these items
are as follows:
|
|
|
In the first quarter of 2009, we recorded $216 million in impairment charges to
write-down the value of our Television goodwill and certain FCC licenses. In the second
quarter of 2008, we recorded $789 million in impairment charges to write-down our Newspaper
goodwill and the carrying value of our share in the Colorado newspaper partnership. See
Note 7 to the Condensed Notes to the Consolidated Financial Statements. |
|
|
|
Costs incurred to restructure our operations, to complete the distribution of SNI to shareholders, and to separate and
install separate information systems after the distribution, were $1.2 million for the
third quarter ($4.2 million year-to-date) in 2009 and $22.0 million for the third quarter
($31.6 million year-to-date) in 2008. The 2008 quarter and year-to-date cost includes a
$19.6 million non-cash charge for the impact of the modification of share-based
compensation awards. |
|
|
|
In the 2008 year-to-date period, we redeemed our outstanding notes prior to the
distribution of SNI to shareholders, incurring a $26.4 million loss. |
|
|
|
In the 2008 year-to-date period, we realized $7.5 million in gains upon the sale of
certain investments. |
F-24
The U.S. economic recession continued to affect operating revenues in the third quarter of 2009,
leading to lower advertising volumes and rate weakness in all of our local markets. Our local
media businesses derive much of their advertising revenues from the retail, real estate, employment
and automotive categories, sectors that have been particularly weak during this recession.
Excluding $3.1 million in costs associated with freezing the accrual of pension benefits and
separation and restructuring charges, costs and expenses declined by $27 million in the third
quarter and $98 million year-to-date. We have reduced employees in our newspaper and television
divisions by approximately 14% in the aggregate in the past 12 months. The reduction is due to both
attrition and the 2008 fourth quarter reduction in force at our newspaper division. We have also
taken actions to reduce employee pay and benefits through the first nine months of 2009. The
combined effects of the reduction in the number of employees and reductions in pay and benefits led
to a $12 million decrease in employee compensation and benefits in the third quarter and $54
million year-to-date. Compensation decreases include a 5% temporary pay reduction for virtually
all exempt employees for portions of the second and third quarter of 2009. Newsprint costs
declined by $7.5 million in the quarter as consumption decreased by 30% and the average price per
ton decreased by 33%. Year-to-date newsprint costs declined by $15.7 million due to a 33% decline
in consumption and a 3% decrease in newsprint prices.
Lower borrowings following the distribution of SNI led to the decline in interest expense in the
year-to-date periods. Interest expense was higher in the third quarter of 2009 compared to 2008.
We ceased capitalization of interest upon completion of the construction of our Naples, Fla.,
newspaper facility.
The effective income tax rate was 12.3% and 31.6% for the nine months ended September 30, 2009
and 2008, respectively and 9.0% and 59.6% in the quarter-to-date periods. Non-deductible
charges related to the distribution of SNI and non-deductible goodwill impairment charges are
the primary factors in the changes in the effective income tax rate.
F-25
Business Segment Results
Information regarding the operating performance of our business segments and a reconciliation of
such information to the consolidated financial statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Period |
|
|
Year-to-date |
|
(in thousands) |
|
2009 |
|
|
Change |
|
|
2008 |
|
|
2009 |
|
|
Change |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspapers |
|
$ |
104,397 |
|
|
|
(20.4 |
)% |
|
$ |
131,103 |
|
|
$ |
338,031 |
|
|
|
(21.6 |
)% |
|
$ |
431,135 |
|
JOA and newspaper partnerships |
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
74 |
|
Television |
|
|
59,782 |
|
|
|
(22.3 |
)% |
|
|
76,919 |
|
|
|
181,286 |
|
|
|
(22.3 |
)% |
|
|
233,458 |
|
Licensing and other |
|
|
22,222 |
|
|
|
0.2 |
% |
|
|
22,185 |
|
|
|
65,610 |
|
|
|
(8.4 |
)% |
|
|
71,645 |
|
Corporate and shared services |
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
$ |
186,401 |
|
|
|
(19.0 |
)% |
|
$ |
230,245 |
|
|
$ |
584,927 |
|
|
|
(20.6 |
)% |
|
$ |
736,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspapers |
|
$ |
10,875 |
|
|
|
(22.3 |
)% |
|
$ |
14,001 |
|
|
$ |
29,252 |
|
|
|
(50.1 |
)% |
|
$ |
58,625 |
|
JOA and newspaper partnerships |
|
|
|
|
|
|
|
|
|
|
268 |
|
|
|
(211 |
) |
|
|
(74.0 |
)% |
|
|
(813 |
) |
Television |
|
|
3,057 |
|
|
|
(82.0 |
)% |
|
|
16,966 |
|
|
|
5,493 |
|
|
|
(88.9 |
)% |
|
|
49,441 |
|
Licensing and other |
|
|
3,150 |
|
|
|
|
|
|
|
1,547 |
|
|
|
8,173 |
|
|
|
34.2 |
% |
|
|
6,088 |
|
Corporate and shared services |
|
|
(8,040 |
) |
|
|
|
|
|
|
(6,458 |
) |
|
|
(22,027 |
) |
|
|
|
|
|
|
(35,456 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
(10,907 |
) |
|
|
|
|
|
|
(11,947 |
) |
|
|
(33,415 |
) |
|
|
|
|
|
|
(34,517 |
) |
Impairment of goodwill and indefinite-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(216,413 |
) |
|
|
|
|
|
|
(778,900 |
) |
Equity earnings in newspaper partnership |
|
|
587 |
|
|
|
|
|
|
|
599 |
|
|
|
1,011 |
|
|
|
|
|
|
|
3,453 |
|
Gains (losses) on disposal of property, plant and equipment |
|
|
130 |
|
|
|
|
|
|
|
(17 |
) |
|
|
(227 |
) |
|
|
|
|
|
|
2,244 |
|
Interest expense |
|
|
(1,149 |
) |
|
|
|
|
|
|
|
|
|
|
(1,558 |
) |
|
|
|
|
|
|
(10,547 |
) |
Separation and restructuring costs |
|
|
(1,221 |
) |
|
|
|
|
|
|
(22,020 |
) |
|
|
(4,155 |
) |
|
|
|
|
|
|
(31,629 |
) |
Write-down of investment in newspaper partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,000 |
) |
Losses on repurchases of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,380 |
) |
Miscellaneous, net |
|
|
270 |
|
|
|
|
|
|
|
(508 |
) |
|
|
(988 |
) |
|
|
|
|
|
|
7,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes |
|
$ |
(3,248 |
) |
|
|
|
|
|
$ |
(7,569 |
) |
|
$ |
(235,065 |
) |
|
|
|
|
|
$ |
(801,255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-26
Newspapers
We operate daily and community newspapers in 13 markets in the U.S. Our newspapers earn revenue
primarily from the sale of advertising to local and national advertisers and from the sale of
newspapers to readers. Our newspapers operate in mid-size markets, focusing on news coverage
within their local markets. Advertising and circulation revenues provide substantially all of each
newspapers operating revenues, and employee, distribution and newsprint costs are the primary
expenses at each newspaper. Local and national economic conditions, particularly within the
retail, labor, housing and auto markets, affect our newspaper operating performance.
Operating results for our newspaper business were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Period |
|
|
Year-to-date |
|
(in thousands) |
|
2009 |
|
|
Change |
|
|
2008 |
|
|
2009 |
|
|
Change |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local |
|
$ |
21,490 |
|
|
|
(26.5 |
)% |
|
$ |
29,230 |
|
|
$ |
71,656 |
|
|
|
(26.3 |
)% |
|
$ |
97,228 |
|
Classified |
|
|
22,312 |
|
|
|
(35.6 |
)% |
|
|
34,644 |
|
|
|
73,096 |
|
|
|
(37.6 |
)% |
|
|
117,078 |
|
National |
|
|
4,937 |
|
|
|
(17.4 |
)% |
|
|
5,975 |
|
|
|
15,953 |
|
|
|
(23.1 |
)% |
|
|
20,744 |
|
Online |
|
|
7,278 |
|
|
|
(19.7 |
)% |
|
|
9,058 |
|
|
|
21,928 |
|
|
|
(23.9 |
)% |
|
|
28,800 |
|
Preprint and other |
|
|
17,263 |
|
|
|
(20.6 |
)% |
|
|
21,739 |
|
|
|
55,810 |
|
|
|
(18.9 |
)% |
|
|
68,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newspaper advertising |
|
|
73,280 |
|
|
|
(27.2 |
)% |
|
|
100,646 |
|
|
|
238,443 |
|
|
|
(28.3 |
)% |
|
|
332,701 |
|
Circulation |
|
|
27,309 |
|
|
|
2.8 |
% |
|
|
26,576 |
|
|
|
86,511 |
|
|
|
1.7 |
% |
|
|
85,079 |
|
Other |
|
|
3,808 |
|
|
|
(1.9 |
)% |
|
|
3,881 |
|
|
|
13,077 |
|
|
|
(2.1 |
)% |
|
|
13,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
104,397 |
|
|
|
(20.4 |
)% |
|
|
131,103 |
|
|
|
338,031 |
|
|
|
(21.6 |
)% |
|
|
431,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits |
|
|
49,608 |
|
|
|
(14.8 |
)% |
|
|
58,257 |
|
|
|
160,322 |
|
|
|
(14.9 |
)% |
|
|
188,410 |
|
Production and distribution |
|
|
24,904 |
|
|
|
(29.8 |
)% |
|
|
35,464 |
|
|
|
87,693 |
|
|
|
(21.7 |
)% |
|
|
112,005 |
|
Other segment costs and expenses |
|
|
19,010 |
|
|
|
(18.7 |
)% |
|
|
23,381 |
|
|
|
60,764 |
|
|
|
(15.7 |
)% |
|
|
72,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
93,522 |
|
|
|
(20.1 |
)% |
|
|
117,102 |
|
|
|
308,779 |
|
|
|
(17.1 |
)% |
|
|
372,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution to segment profit |
|
$ |
10,875 |
|
|
|
(22.3 |
)% |
|
$ |
14,001 |
|
|
$ |
29,252 |
|
|
|
(50.1 |
)% |
|
$ |
58,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
The U.S. economic recession continued to affect operating revenues in the third quarter, leading to
lower advertising volume and rate weakness in all of our local markets. Our newspaper business
derives much of its advertising revenues from the retail, real estate, employment and automotive
categories, sectors that have been particularly weak during this recession. The decline in online
ad revenue is attributable to the weakness in print classified advertising, to which most of the
online advertising is tied. Revenue from pure-play advertisers, who purchase ads only on the
Companys newspaper Web sites, rose 38% in the quarter and 29% year to date. We have pursued
strategic partnerships with Yahoo! and zillow.com to garner larger shares of local online
advertising.
Increases in circulation rates offset declines in circulation volume.
Operating costs and expenses
Changes in pension costs affect year-over-year comparisons of employee compensation and benefits.
Pension costs remained relatively flat in the quarter and increased by $6.7 million in the first
nine months of the year. Pension costs in the first nine months of the year include $2.4 million
in curtailment charges related to the benefit accrual freeze in plans covering a majority of our
newspaper employees. Excluding pension costs, employee compensation and benefits decreased by 16%
in the quarter and 19% year-to-date. Attrition and the reduction-in-force implemented in the
fourth quarter of 2008 resulted in an approximate 19% decrease in employees in the third quarter
year over year. In addition, during the first nine months of the year we eliminated bonuses and
reduced employee pay. Third quarter 2008 employee costs include a $3.0 million adjustment to
reduce our liability for self-insured health care claims.
F-27
Newsprint costs declined by $7.5 million in the quarter as consumption decreased by 30% and the
average price per ton decreased by 33%. Year-to-date newsprint costs declined by $15.7 million
due to a 33% decline in consumption and a 3% decrease in newsprint prices.
Television
Television includes six ABC-affiliated stations, three NBC-affiliated stations and one independent
station. Our television stations reach approximately 10% of the nations television households.
Our television stations earn revenue primarily from the sale of advertising time to local and
national advertisers.
National television networks offer affiliates a variety of programs and sell the majority of
advertising within those programs. We receive compensation from the network for carrying its
programming. In addition to network programs, we broadcast locally produced programs, syndicated
programs, sporting events, and other programs of interest in each stations market. News is the
primary focus of our locally produced programming.
The operating performance of our television group is most affected by the health of the national
and local economies, particularly conditions within the services, automotive and retail
categories, and by the volume of advertising time purchased by campaigns for elective office and
political issues. The demand for political advertising is significantly higher in even-numbered
years.
Operating results for television were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Period |
|
|
Year-to-date |
|
(in thousands) |
|
2009 |
|
|
Change |
|
|
2008 |
|
|
2009 |
|
|
Change |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local |
|
$ |
35,955 |
|
|
|
(15.1 |
)% |
|
$ |
42,350 |
|
|
$ |
108,925 |
|
|
|
(21.4 |
)% |
|
$ |
138,519 |
|
National |
|
|
16,064 |
|
|
|
(17.8 |
)% |
|
|
19,539 |
|
|
|
51,328 |
|
|
|
(21.6 |
)% |
|
|
65,493 |
|
Political |
|
|
1,651 |
|
|
|
(84.0 |
)% |
|
|
10,293 |
|
|
|
2,161 |
|
|
|
(85.6 |
)% |
|
|
14,968 |
|
Network compensation |
|
|
1,927 |
|
|
|
3.9 |
% |
|
|
1,854 |
|
|
|
5,926 |
|
|
|
1.0 |
% |
|
|
5,870 |
|
Other |
|
|
4,185 |
|
|
|
45.2 |
% |
|
|
2,883 |
|
|
|
12,946 |
|
|
|
50.4 |
% |
|
|
8,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating revenues |
|
|
59,782 |
|
|
|
(22.3 |
)% |
|
|
76,919 |
|
|
|
181,286 |
|
|
|
(22.3 |
)% |
|
|
233,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits |
|
|
30,372 |
|
|
|
(5.4 |
)% |
|
|
32,097 |
|
|
|
94,180 |
|
|
|
(5.0 |
)% |
|
|
99,174 |
|
Programs and program licenses |
|
|
13,228 |
|
|
|
10.6 |
% |
|
|
11,957 |
|
|
|
39,104 |
|
|
|
11.9 |
% |
|
|
34,931 |
|
Production and distribution |
|
|
3,230 |
|
|
|
(21.4 |
)% |
|
|
4,111 |
|
|
|
9,865 |
|
|
|
(21.1 |
)% |
|
|
12,499 |
|
Other segment costs and expenses |
|
|
9,895 |
|
|
|
(16.1 |
)% |
|
|
11,788 |
|
|
|
32,644 |
|
|
|
(12.7 |
)% |
|
|
37,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment costs and expenses |
|
|
56,725 |
|
|
|
(5.4 |
)% |
|
|
59,953 |
|
|
|
175,793 |
|
|
|
(4.5 |
)% |
|
|
184,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit |
|
$ |
3,057 |
|
|
|
(82.0 |
)% |
|
$ |
16,966 |
|
|
$ |
5,493 |
|
|
|
(88.9 |
)% |
|
$ |
49,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
The decrease in the local and national revenue was largely attributable to reduced spending by
advertisers in the automotive, financial services and retail categories. As is common for this
stage of the election cycle, there was only minor political spending in the 2009 periods, compared
with the prior year that included primaries for races at the local, state and national levels.
Political revenues were $26 million for the fourth quarter of 2008.
Costs and expenses
Changes in pension costs affect year-over-year comparisons of employee compensation and benefits.
Pension costs decreased by $1 million in the quarter and increased by $1.4 million in the first
nine months of the year. Pension costs in the nine months of the year include $1.1 million in
curtailment charges related to the benefit accrual freeze in plans covering a majority of our
television employees. Excluding pension costs, employee compensation and benefits decreased by 2%
in the quarter and 7% year-to-date. During the first nine months of the year, we eliminated bonuses
and reduced employee pay, including temporary pay reductions for certain exempt employees of up to
5% during the second and third quarter.
F-28
The cost of programs and program licenses increased due primarily to higher costs for
syndicated programs in certain of our markets under the terms of long-term licensing
arrangements.
Licensing and Other
Licensing and other primarily includes syndication and licensing of news features and comics.
Under the trade name United Media, we distribute news and opinion columns, comics and other
features for the newspaper industry.
United Media owns and licenses worldwide copyrights relating to Peanuts, Dilbert and other
properties for use on numerous products, including plush toys, greeting cards and apparel, for
promotional purposes and for exhibit on television and other media. We continue syndication of
previously published Peanuts strips and retain the rights to license the characters.
Peanuts provides approximately 95% of our licensing revenues.
Merchandise, literary and exhibition licensing revenues are generally a negotiated percentage
of the licensees sales. We generally negotiate a fixed fee for the use of our copyrighted
characters for promotional and advertising purposes. We generally pay a percentage of gross
syndication and licensing royalties to the creators of these properties.
We also represent the owners of other copyrights and trademarks in the U.S. and international
markets. Services offered include negotiation and enforcement of licensing agreements and
collection of royalties. We typically retain a percentage of the licensing royalties.
Operating results for licensing and other were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Period |
|
|
Year-to-date |
|
(in thousands) |
|
2009 |
|
|
Change |
|
|
2008 |
|
|
2009 |
|
|
Change |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Licensing |
|
$ |
17,330 |
|
|
|
4.6 |
% |
|
$ |
16,569 |
|
|
$ |
48,984 |
|
|
|
(6.6 |
)% |
|
$ |
52,469 |
|
Feature syndication |
|
|
4,196 |
|
|
|
(4.3 |
)% |
|
|
4,384 |
|
|
|
12,526 |
|
|
|
(7.2 |
)% |
|
|
13,503 |
|
Other |
|
|
696 |
|
|
|
(43.5 |
)% |
|
|
1,232 |
|
|
|
4,100 |
|
|
|
(27.7 |
)% |
|
|
5,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment operating revenues |
|
|
22,222 |
|
|
|
0.2 |
% |
|
|
22,185 |
|
|
|
65,610 |
|
|
|
(8.4 |
)% |
|
|
71,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits |
|
|
4,196 |
|
|
|
(9.0 |
)% |
|
|
4,612 |
|
|
|
13,273 |
|
|
|
(10.3 |
)% |
|
|
14,799 |
|
Author royalties and agent commissions |
|
|
11,445 |
|
|
|
(1.2 |
)% |
|
|
11,584 |
|
|
|
32,598 |
|
|
|
(12.4 |
)% |
|
|
37,204 |
|
Other segment costs and expenses |
|
|
3,431 |
|
|
|
(22.8 |
)% |
|
|
4,442 |
|
|
|
11,566 |
|
|
|
(14.7 |
)% |
|
|
13,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment costs and expenses |
|
|
19,072 |
|
|
|
(7.6 |
)% |
|
|
20,638 |
|
|
|
57,437 |
|
|
|
(12.4 |
)% |
|
|
65,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit |
|
$ |
3,150 |
|
|
|
|
|
|
$ |
1,547 |
|
|
$ |
8,173 |
|
|
|
34.2 |
% |
|
$ |
6,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
Worldwide economic conditions continue to affect our operating revenues in 2009, as reduced
consumer spending has resulted in lower sales of licensed merchandise at retail. An increase in
film-and promotion-related license fees during the quarter drove the
year over year improvement in licensing revenue. Economic conditions within the newspaper industry
have resulted in reduced sales of syndicated features.
Costs and expenses
Employee compensation and benefits decreased due to the implementation of salary and bonus
reductions for management employees. The decline in other costs was due primarily to lower
marketing expenditures during the quarter.
F-29
LIQUIDITY AND CAPITAL RESOURCES
Our primary source of liquidity is our cash flow from operating activities. We finance our
investments in and expand our portfolio of local media businesses, repay debt and return cash to
our shareholders primarily from our cash flow from operating activities.
Cash flow
from continuing operating activities for the nine months ended 2009
increased by $40 million compared to last year. We received $16 million from SNI for the reimbursement of taxes we
paid in 2008 on income attributable to SNI for periods prior to the spin-off. We expect to realize
approximately $44 million of our deferred tax assets in 2009 and 2010, either through deductions on
our 2009 and 2010 tax returns, or through refunds of taxes paid in prior years. During the first
nine months of 2009, we received $28 million of Federal refundable taxes. Income taxes receivable
are primarily balances for tax losses incurred to date in 2009 and balances for the carryback of
2008 and prior losses. We will carry back losses incurred in 2009 against taxes paid in prior
years when we file our 2009 tax return. Included in miscellaneous current assets at September 30,
2009, is an $11 million receivable from SNI for the estimated balance due for their portion of
taxes for the 2008 year. The final amount will be determined in the fourth quarter of 2009 when we
file certain state tax returns for the 2008 tax year.
To improve the companys financial flexibility we have suspended our quarterly dividend and have
undertaken a variety of cost-saving measures, including elimination of bonuses, pay reductions,
suspension of our matching contributions to our defined contribution retirement and savings plan,
and freezing the accrual of benefits under our defined benefit
pension plans.
We have met our funding requirements for our defined benefit pension plans under the provisions of
the Pension Funding Equity Act of 2004 and the Pension Protection Act of 2006. We expect to
contribute $4 million to the plans in the last quarter of the year for SERP benefits. We may make
voluntary contributions to our plans as financial flexibility permits.
Capital expenditures in the first nine months of 2009 were $40 million, down from $62 million in
the prior year. Capital expenditures in the nine months of 2009 related to the Naples, Fla.,
newspaper facility totaled approximately $31 million. We completed the construction of this
facility in the third quarter of 2009. We will make additional payments of approximately $7
million through the first quarter of 2010. We expect capital expenditures for 2009, excluding
capital to complete construction of the Naples facility, will total $10 million in 2009, down from
$48 million in 2008.
We believe that our low debt level is a competitive advantage during these difficult financial
times. At September 30, 2009, we had drawn $28 million under our Revolving Credit Agreement, and
had cash and short-term investments of $32 million. During the first nine months of 2009, we paid
down $32 million under our credit facilities. The balance of cash and short-term investments
increased by $5 million.
On August 5, 2009, we entered into an Amended and Restated Revolving Credit Agreement (2009
Agreement), which expires June 30, 2013. This Agreement amends and restates the Companys existing
$200 million Revolver and reduces the maximum amount of availability under the facility to $150
million. The amended agreement is secured by certain of our assets and removes the earnings-based
leverage covenant. Details of the 2009 Agreement are included in Note 8 to our Condensed
Consolidated Financial Statements. At September 30, 2009, we had additional borrowing capacity of
$64 million under our Revolver.
We expect our cash flow from operating activities and available borrowings under our amended credit
agreement will be sufficient to meet our operating and capital needs.
We continually evaluate our assets to determine if they remain a strategic fit and, given our
business and the financial performance outlook, make sense to continue to be part of our portfolio.
F-30
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Economic conditions, interest rate changes, changes in foreign currency exchange rates and changes
in the price of newsprint affect our earnings and cash flow. Our objectives in managing interest
rate risk are to limit the impact of interest rate changes on our earnings and cash flows, and to
reduce our overall borrowing costs. We manage interest rate risk primarily by maintaining a mix of
fixed-rate and variable-rate debt.
Our primary exposure to foreign currencies is the exchange rates between the U.S. dollar and the
Japanese yen and the Euro. Increases in the value of the US dollar relative to those currencies
reduce reported earnings and assets.
We also may use forward contracts to reduce the risk of changes in the price of newsprint on
anticipated newsprint purchases. We held no newsprint derivative financial instruments at
September 30, 2009.
The following table presents additional information about market-risk-sensitive financial
instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2009 |
|
|
As of December 31, 2008 |
|
|
|
Cost |
|
|
Fair |
|
|
Cost |
|
|
Fair |
|
(in thousands) |
|
Basis |
|
|
Value |
|
|
Basis |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments subject to interest rate risk: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit agreement |
|
$ |
28,400 |
|
|
$ |
28,400 |
|
|
$ |
60,000 |
|
|
$ |
60,000 |
|
Other notes |
|
|
1,055 |
|
|
|
1,055 |
|
|
|
1,166 |
|
|
|
1,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt including current portion |
|
$ |
29,455 |
|
|
$ |
29,455 |
|
|
$ |
61,166 |
|
|
$ |
61,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments subject to market value risk: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other equity securities |
|
$ |
7,726 |
|
|
$ |
(a |
) |
|
$ |
7,070 |
|
|
$ |
(a |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes securities that do not trade in public markets so the securities do not have readily
determinable fair values. We estimate the fair value of these securities approximates their
carrying value. There can be no assurance that we would realize the carrying value upon sale of
the securities. |
In October 2008, we entered into a 2-year $30 million notional interest rate swap expiring in
October 2010. Under this agreement, we receive payments based on 3-month LIBOR and make payments
based on a fixed rate of 3.2%.
F-31
CONTROLS AND PROCEDURES
Scripps management is responsible for establishing and maintaining adequate internal controls
designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles
generally accepted in the United States of America (GAAP). The companys internal control over
financial reporting includes those policies and procedures that:
|
1. |
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; |
|
2. |
|
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and the directors of the company; and |
|
3. |
|
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect on
the financial statements. |
All internal control systems, no matter how well designed, have inherent limitations, including the
possibility of human error, collusion and the improper overriding of controls by management.
Accordingly, even effective internal control can only provide reasonable but not absolute assurance
with respect to financial statement preparation. Further, because of changes in conditions, the
effectiveness of internal control may vary over time.
The effectiveness of the design and operation of our disclosure controls and procedures (as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934) was evaluated as of the date of the
financial statements. This evaluation was carried out under the supervision of and with the
participation of management, including the Chief Executive Officer and the Chief Financial Officer.
Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded
that the design and operation of these disclosure controls and procedures are effective. There
were no changes to the Companys internal controls over financial reporting (as defined in Exchange
Act Rule 13a-15(f)) during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over financial reporting.
F-32
THE E. W. SCRIPPS COMPANY
Index to Exhibits
|
|
|
Exhibit |
|
|
No. |
|
Item |
|
|
|
31(a)
|
|
Section 302 Certifications |
|
|
|
31(b)
|
|
Section 302 Certifications |
|
|
|
32(a)
|
|
Section 906 Certifications |
|
|
|
32(b)
|
|
Section 906 Certifications |
E-1